Pillar five of six

Deal readiness

Preparation is leverage. A company that can answer a buyer's first twenty questions on day one closes faster, at the agreed price, with nothing surfacing in diligence that was not already disclosed.

Elements
Dr · Lc · Td · Sc · Ev · Op
Worked in
Preparation

The film

What diligence tests

The six elements a buyer reads in diligence, from the Data Room and Legal and Compliance to Succession, how enterprise value is priced, and what to build two years before going to market.

What buyers measure

  • An indexed data room on day one
  • Contracts assignable on a change of control
  • Licenses, filings, and intellectual property in order
  • A story the numbers support

What good looks like

  • Data room built before the market process starts
  • Every material contract reviewed by counsel
  • No surprises in legal, tax, or compliance
  • A succession plan on paper, with names

Where owners fall short

  • Contracts that die at a change of control
  • Documents scattered across inboxes
  • Unresolved disputes or filings
  • A story the numbers do not support

The numbers that move it

What gets measured on this pillar

Data room completeness

Against the diligence checklist

Contracts assignable

Of material contracts

Open legal items

Count

Time to answer a request

Diligence response time

Nick Long at the whiteboard on Enterprise Value1:49

Whiteboard session

Nick on enterprise value

Nick works through this element as in an FNDRS workshop: what a buyer is really asking, how the score moves, and the first thing to fix.

Nick LongCEO and co-founder

More from Nick

How FNDRS moves it

Advised, tracked, and re-scored

The M&A desk reads the business the way a buyer will, then the data room, contracts, and story are built before anything goes to market.

Questions

Owners ask

Before the first buyer conversation, not after the letter of intent. Building it early also finds the problems while there is still time to fix them quietly.

A contract term that lets the other party end or renegotiate the agreement when the company is sold. Buyers look for them in your best customer and supplier contracts, so they should be found and addressed first.

Where do you stand on deal readiness?

The exit-readiness score gives this pillar a mark from zero to one hundred and the three gaps worth closing first.