Selling your company is a one-shot event. A fractional CFO who has been through multiple exits gets your books, adjustments, and diligence responses in the shape that maximises valuation — 12 to 24 months before the process starts, ideally.
What is m&a & exit planning?
Selling a company is a one-shot event. The difference between a well-prepared exit and a scrambled one is often 20–40% of enterprise value — and most of that gap gets built (or lost) in the 12–24 months before the process starts.
A fractional CFO with multiple exits under their belt gets the books, add-backs, KPIs, and diligence responses into the shape that maximises valuation and minimises re-trade during the process. They also stand in for the CEO during the operationally exhausting diligence phase.
For buy-side work, the same skill set surfaces the risks and add-back exposure that determine whether a target is a fair deal or a value trap.
Benefits of m&a & exit planning
Higher valuation
Clean QoE, documented add-backs, and defensible KPIs regularly justify 0.5–2 turns of additional EBITDA multiple.
Fewer re-trades
Buyers re-trade when diligence surprises them. Sell-side prep surfaces those surprises before the LOI.
Working-capital defence
The working-capital peg in the definitive agreement can shift purchase price by 5–15%. Most founders under-prepare for it.
CEO bandwidth protected
Diligence eats 25–40 hours a week. The CFO absorbs most of it so the CEO can keep running the business.
Typical deliverables
- Exit readiness diagnostic: 12–24 months out
- Quality of Earnings (QoE) preparation and add-back documentation
- Working capital peg analysis for the definitive agreement
- Sell-side data room build and diligence tracker
- Buy-side financial diligence on target acquisitions
- Integration planning and 100-day plan support post-close
Who needs this service
- Founders 12–36 months from a potential sale or recapitalisation
- PE-backed companies preparing a secondary transaction
- Strategic buyers acquiring smaller targets
- Companies raising a growth round with a defined exit timeline
How the engagement works
Step 1
Readiness audit
Assess accounting quality, add-back defensibility, KPI reliability, and customer concentration risk.
Step 2
Cleanup & documentation
Restate financials to GAAP where needed, document adjustments, and build the QoE workbook.
Step 3
Process management
Manage banker, buyer, and legal diligence responses through LOI, definitive agreement, and close.
Typical timeline: Exit prep engagements typically run 12–24 months. Active sell-side process itself runs 4–8 months.
KPIs a fractional CFO will track
- Adjusted EBITDA (with defensible add-back documentation)
- Customer concentration (top 10 customers % of revenue)
- Gross retention and net revenue retention (for recurring businesses)
- Working-capital peg (target vs. actual)
- Quality-of-earnings pass rate on major add-backs
Tools & software commonly used
- Excel workbooks for the QoE build
- Datasite, Intralinks, or Firmex for the data room
- Salesforce, HubSpot, Stripe for customer-level revenue proofs
- Cap table + waterfall in Carta or a modelled workbook
Common mistakes to avoid
Starting exit prep too late
Cleanup, customer diversification, and KPI history need 18–24 months to build defensibly. 3 months is not enough.
Aggressive undocumented add-backs
Add-backs without contemporaneous documentation get struck by the buyer's QoE — dollar for dollar off enterprise value.
Ignoring customer concentration
Any customer >15% of revenue will drive re-trade discussions. Diversify or contract them meaningfully before process.
No working-capital analysis before LOI
The peg is negotiated in the definitive agreement. Founders who see it for the first time in the LOI lose 5–15% of purchase price.
Warning signs you need this service now
- ⚠Any customer >20% of revenue
- ⚠Cash-basis accounting on a company running recurring revenue
- ⚠Add-backs without contemporaneous documentation
- ⚠No trailing-twelve-month view by month
Case study
In the field
SaaS exit closes at 8.5x ARR after 18 months of prep
A $9M ARR vertical-SaaS founder engaged a fractional CFO 18 months before a planned sale. The CFO cleaned deferred revenue accounting, built a 3-year cohort-retention history, documented $1.4M of legitimate add-backs, and diversified the top customer from 24% to 11% of revenue. Process ran 5 months, closed at 8.5x ARR — versus an initial banker estimate of 5.5–6.5x.
Pricing
Exit-focused engagements often run $8,000–$20,000 per month during active process, or a $30,000–$100,000 project fee for QoE prep depending on complexity.
Frequently asked questions
- When should I start exit prep?
- Ideally 18–24 months before you plan to run a process. Most cleanup, KPI instrumentation, and customer concentration mitigation takes longer than founders expect.
Find a fractional CFO who specialises in m&a & exit planning
Compare vetted firms and independent operators offering this service.