Exit Planning Framework

# Exit Planning Framework

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Exit Planning Framework

Generate a comprehensive business exit readiness plan. Covers valuation prep, buyer targeting, due diligence readiness, timeline planning, and post-exit transition.

Usage

"Build me an exit plan for my SaaS company" "Assess my business exit readiness" "Create a 24-month exit preparation roadmap"

What You Get

1. Exit Readiness Score (0-100)

Rate across 8 dimensions:

  • Revenue Quality (25 pts): Recurring %, concentration, growth trajectory
  • Financial Hygiene (15 pts): Clean books, GAAP/IFRS compliance, audit-ready
  • Customer Metrics (15 pts): NRR >110%, logo retention >85%, diversification
  • Team Independence (10 pts): Can it run without founder for 90 days?
  • IP & Moat (10 pts): Patents, proprietary tech, switching costs
  • Legal Clean Room (10 pts): No pending litigation, clean cap table, contracts assigned
  • Growth Story (10 pts): TAM expansion, product roadmap, market position
  • Operational Maturity (5 pts): SOPs documented, systems automated, KPIs tracked

2. Valuation Range Estimator

SaaS Multiples (2026 benchmarks):

ARR GrowthNRR >120%NRR 100-120%NRR <100%
>40%12-18x ARR8-12x ARR5-8x ARR
20-40%8-12x ARR5-8x ARR3-5x ARR
<20%5-8x ARR3-5x ARR2-3x ARR

Services/Agency Multiples:

EBITDA MarginGrowing >20%Growing 10-20%Flat/Declining
>25%6-10x EBITDA4-6x EBITDA3-4x EBITDA
15-25%4-6x EBITDA3-4x EBITDA2-3x EBITDA
<15%2-4x EBITDA2-3x EBITDA1.5-2x EBITDA

Ecommerce/DTC: 3-5x SDE (sub-$5M), 4-8x EBITDA ($5M+)

3. Buyer Landscape Map

Strategic Buyers (highest multiples):

  • Competitors seeking market share
  • Adjacent companies wanting your vertical/capability
  • PE platform companies doing roll-ups
  • International companies entering your market

Financial Buyers (PE/Growth Equity):

  • Lower middle market PE ($10M-$100M enterprise value)
  • Growth equity ($5M-$50M revenue companies)
  • Search funds ($1M-$10M EBITDA targets)
  • Family offices (patient capital, flexible structure)

Individual Buyers:

  • ETA searchers (MBA-backed acquisition entrepreneurs)
  • Industry operators looking to buy vs build
  • SBA loan-backed buyers (up to $5M)

4. Pre-Exit Checklist (24-Month Countdown)

Month 24-18: Foundation

  • Engage M&A advisor or investment banker
  • Quality of Earnings (QoE) pre-assessment
  • Clean up financials — separate personal, normalize add-backs
  • Document all revenue streams with proof of recurring nature
  • Update or create operating procedures for all core functions
  • Resolve any legal issues (IP disputes, employee claims, contract gaps)

Month 18-12: Optimization

  • Reduce customer concentration below 20% for top client
  • Lock in key employees (retention bonuses, equity vesting acceleration)
  • Eliminate founder dependency — delegate all daily ops
  • Build management team that buyers want to retain
  • Accelerate profitable growth (not growth-at-all-costs)
  • Clean up tech debt, document architecture

Month 12-6: Preparation

  • Prepare Confidential Information Memorandum (CIM)
  • Build detailed financial model with 3-year projections
  • Create data room with all due diligence documents
  • Identify 30-50 potential buyers across all categories
  • Get formal valuation or fairness opinion
  • Tax planning — structure for long-term capital gains

Month 6-0: Execution

  • Launch controlled auction or targeted outreach
  • Manage NDAs and information flow
  • Navigate LOIs — compare structure, not just headline price
  • Due diligence support (expect 60-90 days)
  • Negotiate purchase agreement, representations, escrow
  • Plan transition period (typically 6-24 months)

5. Deal Structure Decoder

Common structures and what they mean for sellers:

StructureSeller RiskTax ImpactWhen Used
All CashLowestImmediate gainStrong seller position
Cash + EarnoutMediumDeferred gainRevenue validation needed
Cash + Seller NoteMediumInstallment saleBuyer financing gap
Equity RolloverHighestTax-deferredPE recaps, strategic mergers
Asset SaleVariesOrdinary income riskLiability protection for buyer
Stock SaleVariesCapital gainsSimpler, seller-preferred

Earnout Red Flags:

  • More than 30% of total value in earnout = risky
  • Earnout period >2 years = too long
  • Metrics you can't control post-close = avoid
  • No accounting standard specified = dispute guaranteed
  • Buyer can make decisions that tank your earnout = walk away

6. Tax Optimization Strategies

US Sellers:

  • QSBS exclusion: up to $10M or 10x basis tax-free (Section 1202)
  • Installment sale: spread gain over payment period
  • Opportunity Zone reinvestment: defer and reduce gains
  • Charitable remainder trust: donate appreciated stock pre-sale
  • ESOP sale: 1042 rollover for C-corp shareholders

UK Sellers:

  • Business Asset Disposal Relief (BADR): 10% rate on first £1M
  • EIS/SEIS reinvestment relief
  • Holdover relief for gift of business assets
  • Entrepreneurs' Relief planning (lifetime limit)

7. Post-Exit Transition Plan

Founder Transition (typical terms):

  • 6-month transition: light involvement, knowledge transfer
  • 12-month transition: part-time advisory, customer introductions
  • 24-month transition: full operational handover (PE-backed deals)
  • Non-compete: usually 2-3 years, geographic + industry scope

What to negotiate before signing:

  • Transition compensation (salary + benefits continue)
  • Acceleration of remaining equity/earnout on termination
  • Scope of non-compete (narrower = better for you)
  • Ability to invest in non-competing businesses
  • Personal brand rights (can you still speak, write, consult?)

Industry Exit Benchmarks

IndustryMedian MultipleMedian Deal SizeAvg Time to Close
B2B SaaS7.2x ARR$28M6-9 months
IT Services1.8x revenue$12M4-6 months
Healthcare IT5.5x ARR$35M8-12 months
Ecommerce4.1x SDE$2.5M3-5 months
Agency/Services4.8x EBITDA$8M4-7 months
Manufacturing5.2x EBITDA$15M6-9 months
Fintech9.1x ARR$45M7-10 months

Common Exit Killers

  1. Customer concentration — One client >25% of revenue scares every buyer
  2. Founder dependency — If you ARE the business, it's worth less without you
  3. Messy financials — Commingled expenses, no monthly close, no forecasting
  4. Key person risk — Critical employees with no contracts or retention plan
  5. Revenue quality — One-time revenue dressed up as recurring
  6. Undisclosed liabilities — Tax issues, pending claims, contract breaches
  7. Unrealistic expectations — Pricing based on 2021 multiples, not 2026 reality

Resources

Bundles: Pick 3 Packs $97 | All 10 Packs $197 | Everything Bundle $247

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