Founders often take an opportunistic approach to M&A, focusing on the business and handling inbound inquiries case by case. We reach out to founders early in their journeys and hear something to the effect of, "when you have actual interest, let's continue the discussion" quite often. Having been through this process hundreds of times, I do not believe this is actually in founders best interest, and in this blog post I hope to explain why.
The deals that make headlines rarely start with a surprise. Instead, the strongest exits are architected well in advance, often eighteen months or more before any formal process begins. During that quiet run-up, founders tighten their operations, pressure-test their narratives, and line up advisory firepower so that, when the market calls, they answer from a position of strength rather than urgency.
The cost of waiting too long
When founders sprint toward a sale the moment an inbound email lands, the same problems appear again and again. Financials are on a cash basis, SaaS metrics live in imperfect half-finished spreadsheets, and legal docs sit in scattered Google Drives. Buyers notice. They respond with price chips, heavier earn-outs, and larger escrows because disorganisation looks like risk.
Messy numbers are only half the story. A weak strategic narrative invites pessimistic assumptions: Cap-table tangles like old SAFEs, unexercised options, and long-lost angel notes prolong closing timelines and drain momentum. Unresolved legal gaps, like missing IP assignments or lapsed data-privacy addenda, can spook an acquirer hours before signing.
One inbound is not a process
The flattery of an unsolicited approach is real, but one buyer is not a market check. A single suitor sets the calendar, defines the information flow, and quietly tests your resolve to seek alternatives. Without competition you never discover the true ceiling on price or the floor on terms. A banked process reverses that power dynamic. Multiple bidders receive the same materials on the same timetable and suddenly the conversation shifts from “Why should we pay?” to “What will it take to win?”, a very important reframing.
My 18-month exit roadmap
This timeline assumes you would like to eventually sell, but do not need to sell, and are keen to keep every option open. Follow it and any serious inbound can be flipped into an organised, competitive process without panic.
18 to 12 months out: cleaning the foundation
Switch to monthly accrual accounting to align revenue recognition with SaaS norms. Segregate recurring from reoccurring income so buyers grasp predictability at a glance. Centralise every contract (customer, vendor, employment) and plug IP holes early. Start to untangle the cap table: cancel dead options, chase stray share certificates, and document every equity promise you ever made. The less of this you have to do, the better.
During this window, our team typically runs a complementary strategic analysis. We benchmark your expansion revenue, net retention, margin trajectory, and churn profile against recent deals. The output is a short list of levers that, if pulled now, can lift your multiple later.
12 to 6 months out: signalling to the market
Quietly map the buyer universe. Which strategics are on a roll-up spree? Which PE funds just raised a fresh pool and are seeking deals? Meanwhile, you keep shipping - generating investor updates along the way which are concise, metric-heavy, and timestamped. They become diligence artefacts buyers trust more than one-off spreadsheets generated when requested.
6 to 3 months out: packaging the story
Now we prepare the narrative. Why this market? Why your product? Why is now the moment an acquirer should pay a premium? We lock down the metrics and prepare a financial package to avoid doubts on the data integrity, as well as first drafts of teaser and CIM.
3 to 0 months out: deciding and executing
At that point the choice is yours. You might launch a full process or invite the original suitor to anchor a smaller, faster round. Either way, buyers understand there is competition. Because the data room has been maintained all along, updating the last quarter’s numbers takes hours rather than days. A short management rehearsal aligns the story, the teaser circulates, NDAs return, introductory calls follow, and first-round indications land within weeks.
What buyers really look for
Price and structure usually pivot on four pillars. First is predictable revenue, meaning contracted, low-churn income that gives buyers confidence in future performance. Second is operational efficiency, the ability to convert top-line growth into meaningful profit, reflected in healthy EBITDA margins. Third is market opportunity, credible headroom to grow in a segment buyers want exposure to. And finally, buyer synergy, whether that’s the founder’s ongoing involvement or the strategic value the business brings to the acquirer’s ecosystem.
Why bringing in a banker early pays off
Most founders seek an advisor as they receive advanced interest, but by that point the leverage may have already eroded. Engage a trusted team a year ahead and three advantages crystallise.
- Objective valuation roadmap. We compare your metrics to live market comps and show which small tweaks move the multiple.
- Diligence prep. A simulated data-room Q&A surfaces weak spots when you still have time to fix them.
- Process signal. Buyers who see an organised, advisor-led company enter the room with sharper opening terms because they expect real competition.
- Strategic access. With time on your side, we can map the buyer universe properly, build relationships, and make sure no high-fit acquirer is overlooked. No stone is left unturned.
The human side
Early preparation gives you room to align co-founders, investors, and even family on acceptable outcomes. It lets you plan tax, wealth, and next-chapter career moves before negotiations heat up. Most of all, it removes the fear that pushes founders to grab the offer that lands in their mailbox just to make uncertainty disappear.
The best exits rarely begin with surprise emails. They take shape quietly, months in advance, while founders focus on tightening systems, sharpening stories, and lining up optionality. When the market finally calls, those founders answer with calm confidence because every document is ready, every number is trusted, and every bidder knows they’re not the only one at the table.
At Levera we help tech founders prepare, position, and execute when the time is right for them - not just when the phone rings.