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Between Phase One and Phase Two

The First Step.

You've decided to sell. Before you call anyone, there's work only you can do.

TL;DR

The first step after deciding to sell a business is a short set of decisions about your own life, made before any advisor is engaged. Once a sell-side advisor is hired, the process has an owner and a clock, and every sound piece of advice you get from then on is aimed at making the company run without you. The decisions about you have to be made while the time is still yours.

This page sits between Phase 1 and Phase 2 of the Exit Map.

What This Moment Is

You've decided, and the phone is already in your hand.

The business is going to market in the next one to three years, and you know it. The instinct is to act on it, so you call the banker a friend used last year, or the attorney who handled your building lease.

Each of those calls starts a process. Once a sell-side advisor is engaged, the sale has an owner and a timeline, and that's correct... it's what you hire them for. It also means the stretch where you're making decisions only for yourself, with only your own interests in the conversation, ends the day you sign the engagement letter.

This page is about what to do inside that stretch.

What You're Up Against

The mistakes that get made before Phase 2 officially starts.

Taking the first referral.

The wrong sell-side advisor is the first sandbar in Phase 2, and it usually gets hit before Phase 2 begins. A friend gives you a name, you've never hired anyone for this, and the first person you talk to becomes the person you hire because you have nothing to hold them up against.

Handing the sale to the attorney you already have.

Phase 2 covers why the attorney who set up your LLC isn't the right one for an acquisition. The point here is timing: that call tends to happen in the first few days, out of habit.

Not knowing your number.

I don't mean the valuation. I mean your number, the amount that pays for the life you want after the sale. Without it, every figure you hear later is just a figure, and you'll have a hard time telling a good offer from a flattering one.

Telling your family the money version.

The people at home hear that a sale is coming and roughly what it might bring. What they don't hear is what a Tuesday looks like once it closes.

Polishing before anyone has looked.

You decide the business has to be perfect before an advisor sees it, and a year goes to cleanup that no advisor asked for. A good sell-side advisor will tell you what a buyer will care about and what they won't.

Easing off the gas.

Once the decision is made, some part of you stops pushing. That shows up in Phase 3, because a buyer is going to look hard at the months you're in right now.

When Quicken Steel went to market, the CIM said "key man risk is minimal." That was the right thing for it to say. It was also written about me while I was still running the place. From the first page of the first document, the sale was describing a company that didn't need its founder. Your team will write that same sentence about you, and they should.

The Questions That Matter Here

First-step questions, answered plainly.

Should I call a banker first, a lawyer first, or someone else?

Neither one comes first. The first step is four decisions about your own life, covered below. After that comes the team, and Phase 2 of the Exit Map covers the order, including why the wealth advisor comes earlier than you'd expect.

How do I know what my company is worth before I talk to anyone?

You don't need a precise figure yet. A range is enough at this stage, and a good sell-side advisor will sharpen it. The number that matters first is yours: what you need from the sale to live the life you've described.

How far ahead of a sale should I start preparing?

One to three years is the working range. With less than a year, the preparation gets rushed and it shows in diligence. With more than three, the decision usually isn't settled yet, and Phase 1 is still the right place to be.

Who should I tell first after I decide to sell?

The people whose daily lives will change, starting with your spouse. The people inside the company come later, carefully, and there's a right order and a wrong one, because word getting out early puts pressure on the business at the worst possible time.

What the First Step Is

Four decisions, and none of them is a phone call.

1. Your number, and what it buys.

Write down the amount that makes your life after the sale work. Then write one paragraph describing that life: where you live, what your weeks look like, and what the money is for. If you can't get it into a paragraph, you aren't ready to negotiate with a buyer who has already written theirs.

2. The conversation at home.

This is the one about weekdays rather than money. What the house looks like with you in it at ten on a Wednesday morning. Who you are when the plant doesn't need you at 6 a.m. This conversation happens now or it happens after the close, and after the close it costs more.

3. The one thing the company can't lose.

You know what actually holds the business together, and it rarely shows up on the org chart. It might be a supplier relationship built on a handshake, or the one estimator who knows every customer's habits. Write down what it is. Then decide whether it survives the sale, because a buyer won't know to ask about it.

4. The advisor, chosen and not inherited.

The sell-side advisor is the most consequential hire of your life as an owner, and the easiest one to make by default. Have two or three conversations before you choose anyone. Ask each advisor what a bad outcome looks like and how they'd handle it if your deal started heading that way. The one who answers that plainly, without turning the answer back into a pitch, is the one to hire.

Once those four are done, you call the advisor, and Phase 2 begins with you knowing what you want.

Where Waypoint Comes In

The work beside the deal.

This stretch is where the private advisory starts, one to three years out, and it runs through the close. The four decisions above are usually the first two or three conversations of an engagement. I keep the list to four or five founders at a time.

I don't run deals, and this doesn't replace your banker. Your sell-side advisor runs the process, and I work beside that team, on you. If an advisor referred you to me, you go back to that advisor for the deal itself.

Next Step

Where to go from here.

← Previous: Phase 1, Before the Decision     Next: Phase 2, Assembling the Team →

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Bring your group the talk, or bring me your exit.

If this is where you're standing, this is the work I do with founders, one on one, all the way through the sale.

Email me directly at [email protected]

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