The 90-Day Pre-Sale Playbook: What to Fix Before You Go to Market
Who this is for
Legacy-minded founders planning to exit within the next 3–12 months who want a simple, sell-side advisory checklist to reduce risk, keep control of timing, and signal “ready to transact” to premium buyers.
How to use this playbook
- Treat each week as a sprint. Finish the “Must-Do” items; the “Signal Boosters” elevate buyer confidence.
- Build your data room as you go—don’t wait.
- Keep everything confidential and need-to-know.
- When in doubt, call us. This plan is comprehensive, but your business will need tailoring.
The 90-Day, Week-by-Week Checklist
Week 1 — Owner objectives & guardrails
Must-Do
Define your “walk-away” terms: net proceeds target, role post-close (if any), and timeline.
Identify non-negotiables: brand, people, location, legacy elements.
Map legal owners/cap table; confirm authority to sell.
Signal Boosters
Write a one-page “Founder Narrative” that frames the company’s arc, moat, and growth levers.
Choose a single internal point person for diligence requests.
Week 2 — Normalize financials (SDE/EBITDA & add-backs)
Must-Do
Produce last 36 months of monthly P&L, balance sheet, and cash flow with clean monthly closes.
Identify and document add-backs (one-time, non-recurring, owner perks).
Reconcile revenue recognition; verify gross margin math.
Signal Boosters
Create a “bridge” from book EBITDA to normalized EBITDA with notes and support.
Tighten AR and AP policies; reduce stale balances.
Week 3 — Quality of Earnings (QoE) pre-flight
Must-Do
Assemble QoE source files: GL detail, bank statements, sales by customer/SKU, payroll registers.
Spot test revenue cut-off and expense completeness.
Flag customer concentration (>20%) and churn trends.
Signal Boosters
Commission a sell-side QoE or light-touch pre-QoE review to preempt buyer findings.
Produce cohort analysis or LTV/CAC for recurring models.
Week 4 — Working capital peg & cash discipline
Must-Do
Calculate a 12-month monthly net working capital (NWC) average and seasonality bands.
Draft a buyer-friendly working capital peg memo with method and exclusions (cash, debt-like items).
Signal Boosters
Implement weekly cash cadence (13-week cash view).
Reduce slow-moving inventory and document write-downs.
Week 5 — Tax, entity, and “no surprises”
Must-Do
Confirm entity structure, ownership, and state registrations.
Gather 3 years of filed tax returns; reconcile to books.
List outstanding tax, liens, or notices and remediation plan.
Signal Boosters
Engage tax counsel for deal structure implications (asset vs. equity, rollover, 338(h)(10), etc.).
Build a seller-friendly “proceeds flow” model showing estimated net after taxes and debt payoffs.
Week 6 — Contracts, consents, & compliance
Must-Do
Inventory all material contracts: customers, vendors, leases, licenses; note assignment/consent clauses.
Verify IP ownership (employees, contractors, trademarks).
Confirm regulatory, permits, and compliance status.
Signal Boosters
Prepare consent strategy memo and draft consent request templates.
Refresh key customer MSAs or extend terms where practical.
Week 7 — People, payroll, and policies
Must-Do
Produce an org chart with roles, tenure, comp, and stay-risk.
Verify payroll tax compliance and benefits plans.
Document handbook, policies, and job descriptions.
Signal Boosters
Draft retention/transition incentives for key staff (payable at close or milestone).
Prepare compliant restrictive-covenant and confidentiality frameworks as permitted by law (enforceability varies—coordinate with counsel).
Week 8 — Operations & margin tune-ups
Must-Do
Document core processes (order-to-cash, procure-to-pay, plan-to-produce).
Identify 2–3 quick margin wins (pricing, mix, shrink, freight).
Capture facility/equipment lists and maintenance status.
Signal Boosters
Implement weekly KPI dashboard (revenue, gross margin, Opex, backlog, NWC, churn).
Write a “value creation plan” buyers can extend post-close.
Week 9 — Technology & data hygiene
Must-Do
Inventory systems and versions; export data dictionaries.
Lock down permissions; enable logging for diligence.
Back up all mission-critical data and test restores.
Signal Boosters
Produce a light cyber posture summary (MFA, backups, patching cadence).
Map integrations (APIs, webhooks) and license counts.
Week 10 — Data room skeleton (live build)
Must-Do
Stand up a structured data room with read-only permissions. Folders: Corporate, Financial, Tax, Legal, Contracts, HR, Ops, Tech, Compliance, Marketing, Working Capital, QoE.
Add indices and document control (versioning, dates).
Signal Boosters
Insert one-page summaries at the top of key folders explaining what’s inside and why it matters.
Add a “Requests Tracker” to log and time-stamp responses.
Week 11 — Materials: Teaser, NDA, CIM outline
Must-Do
Draft a blind teaser (no names, clear hooks).
Finalize mutual NDA with tight use and non-circumvent language.
Build your CIM outline: story, market, operations, financials, growth plan, risks/mitigants.
Signal Boosters
Prepare light management presentation slides for qualified buyers.
Create a concise “Why Now” narrative (timing, tailwinds).
Week 12 — Buyer universe & process design (quietly)
Must-Do
Define buyer profiles (strategics vs. PEGs), deal size, geography, fit.
Choose process type: curated one-to-one or discreet multi-party (quiet auction).
Draft outreach cadence and rules of engagement.
Signal Boosters
Pre-screen 5–10 “A-fit” buyers’ appetite and timelines via your advisor (no leaks).
Prepare a diligence calendar and internal war-room roles.
Week 13 — Go/No-Go & launch readiness
Must-Do
Run a pre-mortem: “If value slipped 10%, why?” Fix it now.
QA the data room, KPIs, working capital peg, and add-back file.
Confirm your red-line positions on reps & warranties, escrows, and earn-outs.
Signal Boosters
Line up optional vendor due diligence (legal or tech) to speed buyer confidence.
Prep a founder calendar block for the next 6–8 weeks.
The “One-Look” Checklist (printable summary)
- Objectives & guardrails set; cap table confirmed
36 months of clean monthly financials; add-back bridge complete
QoE pre-flight done; concentration and churn addressed
Working capital peg calculated and documented
Tax returns reconciled; structure modeling complete
Contract inventory + consent pathway ready
Org chart, payroll, policies verified; retention plan drafted
Core processes documented; margin wins captured; KPI dashboard live
Tech & data cataloged; backups and access controls verified
Data room live with indices and tracker
Teaser, NDA, CIM outline, and management deck drafted
Buyer universe defined; process rules set
Pre-launch QA complete; negotiation guardrails set
Common red flags (and quick fixes)
- Messy add-backs. Fix: Document each add-back with invoices or clear notes.
Undefined working capital. Fix: Provide a 12-month NWC average with seasonality.
Customer concentration with no plan. Fix: Show renewal status and upsell pipeline.
Payroll/benefit anomalies. Fix: Reconcile payroll registers; correct misclassifications.
Loose data access. Fix: Implement least-privilege and enable logs.
FAQs
How fast can a sale start after this 90-day sprint?
If the checklist is complete and your data room is tight, curated outreach can begin immediately. Market conditions and buyer type will drive speed, but preparation compresses timelines.
Do I need a Quality of Earnings report before going to market?
Strictly, no—but a sell-side QoE or pre-QoE review often pays for itself by reducing retrades and speeding diligence.
What if I can’t complete everything in 90 days?
Prioritize Weeks 1–5 and 10. Those pieces carry the most weight in valuation defense and buyer confidence; the rest can run in parallel.
Will this force me into a sale?
No. This is about optionality. Many owners use the prep work to raise capital, make acquisitions, or simply increase enterprise value.
Begin Your Transition with Confidence.
Confidential, founder-first advisory—designed to defend your price and compress your timeline.