CONFIDENTIAL GUIDANCE FOR FOUNDERS CONSIDERING A SALE
TLE SIDEKICK CONSULTING

Sidekick for the decisions you only make once.

You spent a lifetime building your company.

What you do next may be the most important financial, professional and emotional decision of your life. One unprepared decision can give millions of that value away.

BUILT BY MICHAEL DERMER
Former M&A lawyerWILLKIE FARR & GALLAGHER
FounderSCALED TO ~900 EMPLOYEES
Successful exitLIVED THE SELLER'S SIDE
Read Michael's full story

You spent years learning how to build your company. You should not have to learn how to sell it while you are selling it.

A DIFFERENT LANGUAGE

You know how to build your company. Selling it can feel like learning another language.

The buyer and its advisers may have completed hundreds of deals. This may be your first, and only one.

LETTER OF INTENTEXCLUSIVITYEBITDAVALUATION MULTIPLE WORKING CAPITAL ADJUSTMENTEARNOUTESCROWINDEMNITY BASKET ROLLOVER EQUITYNONCOMPETEDISCLOSURE SCHEDULES
THE ROLE OF THE EXIT SIDEKICK

Sidekick is the independent advisor that ensures you are doing the right deal.

WHY AN EXIT SIDEKICK Brokers, lawyers and accountants help, but too often have their own interests in mind.
THE FOUNDER’S PERSPECTIVE ACROSS THE ENTIRE DEAL

EXIT SIDEKICK

Your Exit Sidekick makes sure all advisors act in your best interest and don’t run up unnecessary fees.

01

Brokers

They are motivated to get a deal done, even when it may not be the best buyer, terms or outcome for you.

02

Lawyers

Legal fees can run up quickly when the process is disorganized, issues are not prioritized or negotiations lack discipline.

03

Accountants

Tax consequences are often addressed after the deal structure has taken shape, when the best planning opportunities may already be gone.

WHERE VALUE GETS LOST THE RISKS THAT CAN COST YOU MILLIONS.
01
01BUYERS
VALUATION AT RISK

Targeting the Wrong Buyers

Your company can be worth dramatically more to one buyer than another. Finding a buyer is not the same as finding the right buyer.

HOW VALUE GETS HURT
02
02THE FOUNDER
JUDGMENT AT RISK

Letting Emotions Drive the Deal

Selling your company is personal. Emotion can affect how you negotiate, evaluate buyers, respond to pressure and decide when to walk away.

HOW VALUE GETS HURT
03
03GUIDANCE
NEGOTIATING POWER AT RISK

Trying to Navigate the Sale Alone

Experienced buyers know when a seller lacks experienced, independent guidance. They can use that imbalance to control the process, weaken your negotiating position and reduce what you ultimately receive.

HOW VALUE GETS HURT
04
04PROCESS
BUYER CONFIDENCE AT RISK

Running a Disorganized Process

The more organized the process, materials and data room, the more confidence buyers have in the company and its value. Disorganization creates delays, raises questions about how the business is run and gives buyers opportunities to reduce the price.

HOW VALUE GETS HURT
05
05ECONOMICS
NET PROCEEDS AT RISK

Focusing Only on the Headline Price

The sale price is not necessarily what you receive. Working capital adjustments, escrow, indemnities, taxes, rollover equity and earnouts determine the actual economic outcome.

HOW VALUE GETS HURT
06
06DEAL TERMS
PROCEEDS AT RISK

Accepting a Risky Earnout

An earnout is not cash. If the buyer controls the company after closing, it may also control the decisions and results that determine whether you receive it.

HOW VALUE GETS HURT
07
07PRIVATE EQUITY
LEVERAGE AT RISK

Not Understanding the Buyer’s Playbook

Experienced buyers understand EBITDA, valuation multiples, working capital, rollover equity, exclusivity and every other lever in the transaction. You need to understand what they are doing, and why.

HOW VALUE GETS HURT
08
08LEVERAGE
PRICE + TERMS AT RISK

Failing to Create Competition

One buyer controls the conversation. Multiple credible buyers create urgency, leverage and stronger price and terms.

HOW VALUE GETS HURT
09
09YOUR ADVISERS
INCENTIVES AT RISK

Assuming Every Adviser Has the Same Objective

Your broker may work for you. But your broker gets paid when the deal closes. You need someone beside you who is focused on whether the deal, buyer and terms are right for you, not simply whether a transaction gets completed.

HOW VALUE GETS HURT
10
10YOUR TEAM
BUYER CONFIDENCE AT RISK

Failing to Prepare Your Team

Your management team must understand the process, communicate the company’s value consistently and reinforce the same story. Conflicting answers create doubt and weaken buyer confidence.

HOW VALUE GETS HURT
11
11LEGAL FEES
COST AT RISK

Letting Legal Fees Consume the Outcome

An unorganized process, unresolved issues and unfocused negotiations create avoidable legal work. Preparation and disciplined decision-making keep your lawyers focused on the issues that actually protect value.

HOW VALUE GETS HURT
12
12EXCLUSIVITY
NEGOTIATING POWER AT RISK

Giving Away Leverage Too Early

Once you grant exclusivity, the buyer knows competition has stopped. That is when retrading, additional demands and unfavorable terms can appear.

HOW VALUE GETS HURT
13
13READINESS
LEVERAGE AT RISK

Going to Market Before You Are Ready

Once buyers identify a weakness, you rarely get to make a second first impression. Unresolved financial, legal, customer or team issues can undermine confidence before competition develops.

HOW VALUE GETS HURT
14
14AFTER THE EXIT
YOUR FUTURE AT RISK

Planning the Deal, but Not What Comes Next

Taxes, wealth planning, your future role, identity, family and life after closing should shape the transaction before the documents are final, not after the proceeds arrive.

HOW VALUE GETS HURT
15
15FOUNDER RISK
VALUATION AT RISK

Building a Company That Still Depends on You

If customers, employees and critical decisions still run through you, buyers see risk, and discount value.

HOW VALUE GETS HURT
16
16PEOPLE
DEAL CERTAINTY AT RISK

Failing to Put Employment Agreements in Place

Key employment, retention, confidentiality and intellectual-property protections should be addressed before the transaction begins. Once negotiations start, you do not want these issues becoming additional terms on the table.

HOW VALUE GETS HURT
17
17GOVERNANCE
CONTROL AT RISK

Having the Wrong Board Structure

Poor governance, unclear approval rights and the wrong board composition can delay decisions, create internal conflict and complicate the transaction.

HOW VALUE GETS HURT
18
18DISTRACTION
PERFORMANCE AT RISK

Letting the Sale Process Hurt the Business

A transaction can consume the founder and management team for months. If revenue, customers or execution suffer during the process, buyers may reduce the price, or walk away.

HOW VALUE GETS HURT
WHY TLE

TLE brings a perspective few advisers can.

A rare combination: former M&A lawyer, founder who built a company from zero to approximately 900 employees, and a successful exit. We understand the transaction from both sides of the table, and what it feels like when a lifetime of work is on the line.

01

M&A lawyer

Michael began his career as a mergers and acquisitions lawyer at Willkie Farr & Gallagher. TLE understands the language, structure, negotiation and risks of a transaction.

02

Built and sold a company

He then built a venture-backed business from zero to approximately 900 employees and completed a successful exit. TLE understands the founder’s side because its founder lived it.

Legal experience. Founder experience. Exit experience, all brought together for the seller.
SALE & EXIT SIDEKICK

Prepare. Navigate. Protect.

Sidekick works alongside your advisers and stays focused on the founder, the value and the complete outcome.

01

Prepare

Find the risks, strengthen the company, organize the data room and build the value story before buyers define it for you.

02

Navigate

Select and coordinate advisers, create competition, manage diligence and keep the company performing through the process.

03

Protect

Understand the economics, earnouts, rollover equity, buyer protections, and what the transaction means for your life after closing.

THE QUESTIONS SELLERS ASK

Know the language before it changes your outcome.

01When should I start preparing to sell?

Ideally, well before you go to market. Founder dependence, financial visibility, employment agreements and governance often take time to fix, and they are much harder to address after a buyer finds them.

02Do I need an investment banker or business broker?

It depends on the company, transaction size and likely buyers. Sidekick can help you decide, select the right adviser and understand whether their process and incentives fit your goals.

03What belongs in a data room?

Financial, legal, commercial, employment, ownership, tax, intellectual-property and operational records. The goal is not only completeness; it is a coherent story that builds buyer confidence.

04How do I keep legal fees under control?

Prepare early, organize the data room, resolve corporate issues before diligence, define responsibilities and keep negotiations focused on the terms that actually change your outcome.

05How do I create a competitive buying process?

Identify multiple credible buyers, control the timeline, distribute consistent information and preserve leverage until final terms, not just headline price, are clear.

06Should I accept an earnout?

Sometimes it bridges a real valuation gap. But its value depends on the formula, buyer control, operating obligations, reporting rights and whether you can realistically achieve and enforce it.

07What should I understand about private equity?

Private equity may be the right buyer. You still need to understand its playbook: quality of earnings, EBITDA adjustments, debt, rollover equity, management incentives, working capital, exclusivity and the possibility of a retrade.

08Does Sidekick replace my banker, lawyer or accountant?

No. Sidekick works alongside the transaction team and helps the founder understand, coordinate and make decisions across the issues that fall between each adviser’s role.

CAPITAL. SALE. EXIT.

Don’t face the buyer’s experience advantage alone.

Former M&A lawyer. Successful founder. Successful exit. Your Sidekick for the decisions you only make once.

Talk to an Exit Sidekick