5 min read · 673 words
At a glance
- Approaches arrive on their schedule, not yours. When one comes, you are either the owner with believable numbers or the one with 45-day-old books, and the gap decides the price.
- The ready owner negotiates from strength and controls the process. The unready one spends the first 90 days scrambling to explain numbers a buyer already distrusts.
- Readiness is not built in the 90 days after the call. It is built quietly before it, which is why the work starts now, with no deal on the table.
There are two owners in this story. One was ready when the call came. The other had 45-day-old books and a P&L he could not fully explain. Same quality of business, very different outcome, and the difference was decided long before the phone rang. This piece is about which owner you want to be when an approach arrives, because approaches do not wait for you to be ready.
Why does readiness decide the outcome?
Because the first weeks after an approach set the tone for the entire negotiation. The ready owner opens the conversation from strength: current books, believable earnings, a defensible number he already knows. He controls the pace and answers questions before they become doubts. The buyer reads competence and prices accordingly.
The unready owner opens from apology. His books are weeks stale, his margin swings he cannot explain, his revenue recognition wanders. He spends the early weeks reconstructing numbers under pressure while the buyer watches, and every scramble confirms the impression that the business is not tightly run. He is negotiating from behind before the real negotiation starts.
What separates the two owners?
Not the quality of the business. Both can be good companies. What separates them is whether the numbers were made believable before the trigger:
- Close speed. Current books say the business is managed. Stale books say it is not.
- A known number. The ready owner has his own defensible value. The unready one learns his from the buyer’s first lowball.
- Consistent history. A believable trailing twelve versus a year that needs explaining month by month.
- Answers on hand. Margin by line, a clean add-back schedule, reconciled cash, versus promises to “get back to you.”
Every one of those is built before the call, not after.
Why can’t the unready owner just catch up?
Because the thing a buyer wants, a trailing twelve he can believe, is made of history you cannot manufacture in the moment. The trailing-twelve clock doesn’t start until the numbers are true, so an owner who starts fixing after the approach is building the buyer’s requirement at the exact moment he has the least time. He can improve, but he cannot go back and make the last twelve months believable on demand.
That is why the 90 days after the call are for negotiating, not for repair. The repair had to happen before.
How to be the ready owner
You prepare as if the call is coming, because for most owners it eventually is:
- Get the numbers believable now, while there is no pressure and no counterparty watching.
- Know your defensible value before anyone puts a number on you.
- Keep the books current so an approach never catches you stale.
Readiness is a decision you make early, and it pays the day the call comes.
Where this leads
Being ready is the answer to four triggers that start the clock and specifically a PE firm just called. It depends on when the clock actually starts and on numbers a buyer can believe, with current books from a fast close.
The Sellable-Numbers Scan gets you ready before the call and tells you your defensible number, in 14 days, guaranteed: at least 3x the Scan fee in owner-accepted value identified, or you pay nothing.
If that is the question in front of you, book a fit call. Thirty minutes, no pitch.
Russell Fette · Decisive Finance · Creator of Financial Rhythms™