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 Growth | NRR >120% | NRR 100-120% | NRR <100% |
|---|---|---|---|
| >40% | 12-18x ARR | 8-12x ARR | 5-8x ARR |
| 20-40% | 8-12x ARR | 5-8x ARR | 3-5x ARR |
| <20% | 5-8x ARR | 3-5x ARR | 2-3x ARR |
Services/Agency Multiples:
| EBITDA Margin | Growing >20% | Growing 10-20% | Flat/Declining |
|---|---|---|---|
| >25% | 6-10x EBITDA | 4-6x EBITDA | 3-4x EBITDA |
| 15-25% | 4-6x EBITDA | 3-4x EBITDA | 2-3x EBITDA |
| <15% | 2-4x EBITDA | 2-3x EBITDA | 1.5-2x 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:
| Structure | Seller Risk | Tax Impact | When Used |
|---|---|---|---|
| All Cash | Lowest | Immediate gain | Strong seller position |
| Cash + Earnout | Medium | Deferred gain | Revenue validation needed |
| Cash + Seller Note | Medium | Installment sale | Buyer financing gap |
| Equity Rollover | Highest | Tax-deferred | PE recaps, strategic mergers |
| Asset Sale | Varies | Ordinary income risk | Liability protection for buyer |
| Stock Sale | Varies | Capital gains | Simpler, 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
| Industry | Median Multiple | Median Deal Size | Avg Time to Close |
|---|---|---|---|
| B2B SaaS | 7.2x ARR | $28M | 6-9 months |
| IT Services | 1.8x revenue | $12M | 4-6 months |
| Healthcare IT | 5.5x ARR | $35M | 8-12 months |
| Ecommerce | 4.1x SDE | $2.5M | 3-5 months |
| Agency/Services | 4.8x EBITDA | $8M | 4-7 months |
| Manufacturing | 5.2x EBITDA | $15M | 6-9 months |
| Fintech | 9.1x ARR | $45M | 7-10 months |
Common Exit Killers
- Customer concentration — One client >25% of revenue scares every buyer
- Founder dependency — If you ARE the business, it's worth less without you
- Messy financials — Commingled expenses, no monthly close, no forecasting
- Key person risk — Critical employees with no contracts or retention plan
- Revenue quality — One-time revenue dressed up as recurring
- Undisclosed liabilities — Tax issues, pending claims, contract breaches
- Unrealistic expectations — Pricing based on 2021 multiples, not 2026 reality
Resources
- AI Revenue Leak Calculator — Find where your business is losing value before exit
- AI Agent Context Packs — Industry-specific frameworks ($47/pack)
- Agent Setup Wizard — Automate operations to reduce founder dependency
Bundles: Pick 3 Packs $97 | All 10 Packs $197 | Everything Bundle $247