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The Exit Readiness Guide
A practical guide to preparing your business for sale: the readiness checklist, documents to gather, what drives value, the Iconic process and how deals are structured.
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Exit readiness checklist
Check every statement that is true today. Buyers and lenders will ask about each one.
Two tools from my videos
Documents to gather
Having these ready shortens diligence and builds buyer confidence.
Financial
Three to five years of tax returns, P&Ls and balance sheets, year to date financials, twelve months of bank statements, AR and AP aging
Customers and sales
Customer concentration list, key contracts, pricing and revenue by product or service line
Operations
Vendor contracts, equipment list, inventory summary, licenses and permits, key processes
People
Employee roster with roles, tenure and pay, handbook, key employee agreements
Legal and property
Lease and amendments, entity documents, insurance policies, any IP, franchise agreement if applicable, litigation disclosure
How Main Street deals are structured
Asset sales make up most Main Street transactions, and most deals combine several components. Typical ranges below; every deal is different.
| Component | Typical range | Notes |
|---|---|---|
| Cash at close | 70% to 90% of price | Funded by the buyer's equity and, often, an SBA or bank loan |
| SBA or bank loan | 60% to 80% of price | Common for Main Street deals; lender sets terms |
| Buyer equity | 10% to 20% of price | SBA deals require at least 10% injected by the buyer |
| Seller note | 10% to 30% of price | Paid to the seller over time with interest; may be on standby for SBA deals |
| Earnout | 5% to 20% of price | Tied to future results; used sparingly and defined carefully |
| Escrow holdback | 5% to 15% of price | Held 12 to 18 months after closing to cover claims |
Ranges overlap because the loan and the buyer's equity together make up the cash at close. Purchase price allocation affects taxes for both sides, so bring in your CPA early.
Deal glossary
The language of buying and selling a business, in plain English.
- Add backs
- Expenses added back to profit because a new owner would not incur them, such as owner perks, one time costs, interest and depreciation.
- Asset sale
- The buyer purchases the business assets rather than the company's stock. The most common Main Street structure.
- CIM
- Confidential Information Memorandum. A detailed report on the business shared only with qualified buyers who signed an NDA.
- Due diligence
- The buyer's verification of financials, operations, legal and other facts after an LOI is signed.
- Earnout
- Part of the price paid later if the business hits agreed targets after closing.
- EBITDA
- Earnings before interest, taxes, depreciation and amortization. Used for larger businesses with management in place.
- Escrow holdback
- A portion of the price held for a period after closing to cover potential claims.
- Exclusivity
- A period after an LOI when the seller agrees not to negotiate with other buyers.
- LOI
- Letter of Intent. Outlines price, structure and key terms before diligence. Mostly non binding.
- NDA
- Non Disclosure Agreement. Signed by buyers before receiving any identifying information.
- Non compete
- The seller's agreement not to compete with the business for a period after the sale.
- Purchase agreement
- The final binding contract for the sale, often an Asset Purchase Agreement (APA).
- Recast
- Adjusting financial statements to show the true earning power of the business for a new owner.
- SBA 7(a)
- The Small Business Administration's main loan program, widely used to finance acquisitions.
- SDE
- Seller's Discretionary Earnings. Net profit plus owner compensation and add backs. The core value metric for Main Street businesses.
- Search fund
- An investor backed entrepreneur searching for one business to buy and run.
- Seller note
- Seller financing. Part of the price paid to the seller over time, with interest.
- Stock sale
- The buyer purchases the company itself, including its contracts and licenses. Sometimes needed when those cannot be assigned.
- Teaser
- A one page anonymous summary of the business used to attract interest without revealing its identity.
- Working capital
- Current assets minus current liabilities. Often negotiated as part of the deal.
Recommended reading
Built to Sell
How to build a business that runs without you and that buyers will want.
The Art of Selling Your Business
Practical strategies for getting the best price and terms.
Getting to Yes
The classic on principled negotiation.
Business Reference Guide
The industry handbook of pricing rules of thumb.
Finish Big
How great owners plan exits that leave them fulfilled.
Buy Then Build
For aspiring owners: acquire a business instead of starting one.
Useful links
Frequently asked questions
How much does it cost to work with you?
There is no retainer and no upfront fee to sell your business. Iconic uses a tiered success fee that scales with deal size, and you owe nothing until we close. That keeps my interests aligned with yours: a higher price and a clean close.
Why not just sell it myself?
You can, but most owners underestimate four things: the complexity of a sale, the money left on the table without competing buyers, the time it takes away from running the business, and how hard it is to keep a sale confidential. A professional process protects all four.
Will my employees, customers or competitors find out?
Not from us. Marketing is anonymous, buyers sign an NDA and are qualified before they see any details, and every document view in the Iconic data room is logged. No NDA, no information.
How long does it take to sell a business?
Iconic's median time to close is 5.2 months, compared with an industry average of 9 to 12 months. Your timeline depends on your business, your buyers and financing, and I will never promise a shortcut that puts your outcome at risk.
I am not ready to sell yet. Should we still talk?
Yes. The best exits are planned one to three years ahead. A no pressure conversation now shows you what your business is worth today, what is holding value back and what to fix while you still have time.
Other brokers charge less. Why choose you?
Compare what you get: the level of service, the quality of your marketing, how many qualified buyers see your business and the outcomes the team delivers. For the largest transaction of your life, the cheapest option is rarely the one that nets you the most.
Can you lower your fee?
My fee reflects the work and resources that go into your sale: valuation, materials, buyer outreach, negotiation and months of deal management. I would rather earn it by getting you a better result than cut it before we start.
Why an exclusive engagement?
One coordinated process protects you. It keeps your information controlled, avoids mixed messages in the market and lets me create competition between qualified buyers instead of fielding scattered offers.
How much money do I need to buy a business?
With SBA 7(a) financing, buyers commonly put in at least 10% of the project as equity, plus closing costs and working capital. A seller note can sometimes cover part of the gap. Your lender will confirm what applies to you.
Do I need industry experience?
It helps, but it is not always required. Lenders look for transferable management experience and a solid transition plan with the seller. Strong operators from corporate roles buy businesses every day.
Should I tell my employees I am selling?
Usually not until the deal is close to final. Early news can cause turnover and worry customers. We plan the announcement together, often with the buyer present.
What is the difference between SDE and EBITDA?
SDE adds back one owner's full compensation and is used for owner operated businesses. EBITDA assumes a paid manager runs the business and is used for larger companies.
Ready for your next era?
Every great transition starts with a conversation. Book a confidential call and leave with a clear picture of where you stand and what comes next. No cost, no obligation.
