Preparing For Sale
PREPARING FOR SALE · PLAYBOOK · UK & US
Diligence-ready.
Before a buyer ever asks.
Getting an SMB ready for sale is usually treated as a scramble in the final months before a buyer’s first request list lands — an EBITDA add-back with no evidence behind it, a working capital peg nobody understood until a buyer’s accountants explained it, a data room built reactively once diligence has already started. This Playbook takes you from “we expect to sell within 12 to 18 months” to genuinely diligence-ready — a normalised EBITDA bridge every buyer’s accountant can test and accept, a working capital target calculated before a buyer sets it, and a data room that survives a real buyer’s first pass — across eight sequenced weeks. UK and US mechanics covered inline, flagged at the point where they diverge.
Download
Playbook: Preparing for sale
Is this Playbook for you
Five questions, answered honestly, tell you whether this is your Playbook:
- Do you know, without checking, what your business's adjusted EBITDA actually is?
- If a buyer asked for a data room tomorrow, how much of it already exists in one indexed place, rather than scattered across email, a shared drive, and someone's head?
- Do you know what “net working capital” means in a sale context, and roughly what figure a buyer would expect your business to be left with at completion?
- Is there a single person — probably you — without whom the business meaningfully stops functioning for more than a few days?
- Is your business being sold because cash has run out, rather than because the timing is right?
If the last answer is yes, this isn’t your Playbook — see Navigating a Cash Crisis instead. Everything here assumes your exit is a choice made from strength, not a sale forced by a cash position that won’t hold.
THE FIVE-PART STRUCTURE
Every Playbook follows the same five-part structure across eight weeks.
1
Part: Scope
What it does: The outcome you'll ship in eight weeks — named, framed, defensible against scope creep
2
Part: Diagnostic + entry
What it does: Where you are now against the problem, and the framing that anchors the plan
3
Part: Main chapters
What it does: The sequenced implementation work — where decisions and moves get made
4
Part: Tooling
What it does: The operational assets deployed — spreadsheets, templates, checklists
5
Part: Synthesis + exit
What it does: Locking in the outcome, the ongoing rhythm, and what comes after
What's inside
What’s inside — the six chapters
Chapter | Title | What it covers |
1 | The Exit Menu, and What Each Buyer Type Actually Diligences | Trade sale, PE-backed acquisition, and MBO/MBI routes — and which diligence emphasis matches each |
2 | Normalising the Numbers: the EBITDA Bridge | Turning reported EBITDA into a normalised, evidenced figure a buyer’s accountants can test and accept |
3 | The Working Capital Peg, and Why It Decides the Final Price | Completion Accounts, Locked Box, and the US closing statement — and the trailing-average calculation that sets the peg |
4 | Building the Data Room | The six-folder taxonomy, sequencing, and the red flags to close out before a buyer ever opens it |
5 | Running Diligence Without Losing the Business | The Q&A log, advisor coordination, and protecting business-as-usual through a live process |
6 | Structuring the Deal and the First 100 Days | Earn-outs, escrow, warranty caps, and what needs to start on day one after completion |
What’s inside — the tooling
Tool | What it does |
Normalised EBITDA Bridge / Add-Back Schedule | Converts reported EBITDA into a defensible adjusted figure, every line evidenced |
Net Working Capital Target Calculator (the Peg) | Calculates the trailing twelve-month average a buyer will price the peg against |
Data Room Document Index and Checklist | Tracks completeness of the diligence data room against the six-folder taxonomy |
Related-Party Transaction Register | Closes out disclosure risk before the data room opens |
Diligence Q&A Log Tracker | Runs a coordinated, consistent process across advisors and, where relevant, multiple bidders |
Deal Structure Comparison Model | Compares competing offers on true expected value, not headline price alone |
Post-Close 100-Day Obligation Tracker | Tracks every post-completion obligation from day one of new ownership |
Examples
Worked examples
Preparing For Sale
- Two operators, two markets, one Playbook.
-
UK example :
Marlow Componentry, a UK precision-components manufacturer, discovers through Chapter 2 that £340,000 of its reported EBITDA rested on three unsupported add-backs — two get evidenced, one gets dropped, and the smaller, defensible figure survives a buyer's accountants without a single challenge. -
US example :
Ridgeline Field Services, a US environmental field-services business preparing for a PE-backed sale, runs Chapter 3's peg calculation four months before going to market and catches a $180,000 working capital drift before a buyer's team could have flagged it as value already leaked out of the price. Both run through the same six chapters. Neither finds out what their own numbers meant for the first time from the other side of the table.
Where this Playbook fits
Adjacent product | The connection |
CAP-001 — Cash Forecast Capsule | Feeds the same trailing cash inputs the working capital peg calculation in Chapter 3 builds from |
CAP-002 — DSO Benchmark Capsule | Receivables discipline that keeps the working capital trend clean well ahead of any peg negotiation |
CAP-012 — Board Reporting Capsule | The reporting rhythm that keeps normalised EBITDA current rather than reconstructed once a sale process starts |
Raising Working Capital Playbook | A clean, well-documented facility reads as a diligence asset; this Playbook’s Chapter 3 reuses its Cash Conversion Cycle Worksheet directly |
Building Finance Function Playbook (in scoping) | Where a valuation gap traces back to a genuinely absent finance function rather than a preparation gap |
Private Strategic Access | For unusually large, structurally complex, or adversarial-negotiation transactions this Playbook’s general chapters don’t resolve |
pricIng
Playbooks:
Subscription. No per-Playbook purchase.
Monthly or annual.
Cancel anytime.
Subscription:
Playbook subscription includes access to every published Playbook plus every Playbook as it launches. Complete a Playbook and stay subscribed for the next one, or cancel when the problem is shipped.
Read
Or browse the SERIES archive first — free, investigative, no subscription required.
Team subscriptions and enterprise access: contact access@vogueboost.com
Related
playbooks
— The full Playbook catalogue and the subscription this page’s CTA leads to.
Capsules
— CAP-001 Cash Forecast, CAP-002 DSO Benchmark, and CAP-012 Board Reporting — the shorter, single-capability Capsules this Playbook draws on directly, all three already live.
Series
— Series — The DSO piece — free, investigative, and the natural on-ramp for a reader not yet ready to subscribe.
Signal Rooms
— Ongoing UK/US payments infrastructure context for after the migration closes.
Private Strategic Access
— For transactions unusually large, structurally complex, or already adversarial that this Playbook’s general chapters don’t resolve.
READ ALSO
- All
- Back
- SIG-A
- SIG-R
- Back
