GETTING THE BUSINESS READY TO SELL

ALEXANDRIA SEYDEL from Ripples Edge Advisors shares expert strategies on “getting the business ready to sell.” We focus on exit planning and getting the most value out of the transaction. Discover how early planning, owner mindset, and strategic positioning can lead to successful exits and satisfied owners.

KEY TOPICS

Early exit planning and owner mindset,
Getting the business ready for sale and transfer.
Risk assessment and deal readiness.
Owner satisfaction and post-sale happiness.
Capital raising and growth strategies.

SOUND BITES for “GETTING THE BUSINESS READY TO SELL”

“Getting clear on owner success is crucial.”
“Start exit planning 2-5 years in advance.”
“Family dynamics can be deal breakers.”

Chapters

00:00 Navigating Business Exits: An Introduction.
02:57 Understanding Owner Satisfaction Post-Sale.
.05:55 Preparing for Sale: The Importance of Readiness.
09:00 Building a Succession Plan for Business Continuity.
11:49 Assessing Business Value: The Exit Readiness Assessment.
15:08 Evaluating Growth Opportunities and Capital Needs.
17:58 Cash vs. Equity: Making Informed Decisions.
21:03 Finding the Right Buyers: The Role of Advisors.
24:08 Addressing Family Dynamics in Business Sales.
26:59 Checklist for Business Owners Considering Sale.

RESOURCES

Ripples Edge Advisors – https://ripplesedgeadvisors.com/

GUEST LINKS

LinkedIn – https://www.linkedin.com/in/alexandriaseydel/

QSBS For Founders – https://frazerrice.com/qsbs-for-founders/

TRANSCRIPT

Frazer Rice
Welcome aboard, Alex.

Alexandria Seydel
Hi Frazer, so nice to be here. Thank you for having me.

Frazer Rice
Thank you for being on. We’re at a time now with the economy where it feels like it’s roaring. Valuations on things are going up, up, up. And people who have founded businesses are exploring their options. That’s kind of where you step in with your firm Ripple’s Edge Advisors.

Talk to us about what you do to help founders get ready. Not only in understanding what they have in their own business. How to go through the daunting process of exploring their options. Getting their business bulletproof for when people start looking under the hood.

Alexandria Seydel
Absolutely. My background is as an M&A attorney, so I came from the deal side. My co-founder is an operator β€” she actually knows how to run the businesses. It’s a very good duo. I think like a buyer, first and foremost. That’s how I was trained. So how we help business owners now is we jump in two to five years before exit. We’re trying to solve a problem still being missed by most of the industry.

Brokers and bankers know how to get deals done, create auctions, create demand, and sell for high prices. That’s all great. But the gap I was seeing was the need to jump in with the owner before that process. Getting clear on what’s a win for them. There are some startling stats about owner dissatisfaction post-sale. Some surveys show 70 to 80% of owners are dissatisfied after selling. I’d argue that’s not because they sold β€” it’s because they sold to the wrong person in the wrong way. So it’s the who and the how.

Jumping in with them earlier. Before we go to market, Before we start talking multiples and financials. Getting with the owner and doing the work on what a win looks like for them. What do they care about in the process? When they think about their life through this deal and post-deal, what do they want to feel and see? How do they want to operate on an average Tuesday. Yes, after all the cool vacations with all the freedom and the new chapter. After that, what do you want to be doing?

And when you look back at that beautiful business you built and then sold, what do you want to see in it? Is it that client service remains the same? Is it that the ethos of the company remains the same? Or is it simply: “Alex, I’m satisfied with the biggest wire at closing we can get, and I’ll be a happy camper moving on to the next phase of life.” Really getting with that owner earlier to get clear on that β€” what’s a win for them and what’s a win for their business β€” that’s where we start. Then we begin implementing and helping them build those exit strategies from there.

We believe that foundational vision and values work is really going to help bring down that dissatisfaction number. So now we’re building an exit that feels right for the owner, right for the business, and helps them feel good about that transaction.

Frazer Rice
From the estate planning and tax planning side of things, I totally agree that the earlier you start, the more tools you have at your disposal and the better it turns out. I did a piece on pre-exit planning β€” really engineering what your calendar is going to look like a year after the sale. And I see a lot of dissatisfaction with people who sell and then lose purpose, or aren’t quite equipped to deal with their lower participation in the thing they built, the baby they helped give birth to.

They end up unmoored, and that’s part of the depression they sometimes feel if they haven’t really gamed it out and thought through how to replace the structure and the drive it took to build something. It sounds like we’re saying the same thing from slightly different angles.

Alexandria Seydel
Totally, absolutely. On your side, you’re such a critical part of the team when we start this process. One of the first two questions we ask every client is: who’s your wealth advisor, and who is your tax strategist? Hopefully they’re already in communication, but if they aren’t β€” you’re looking at the personal side, focused on what the family structure looks like financially, the tax strategies and planning that we know has to happen.

And because you’re doing this work β€” which not all advisors do β€” you’re getting really clear on the personal side. I’m coming at it from the business balance sheet and business trajectory; you’re coming from the personal side. They work well together. I like to jump in early with the other advisors working with these owners to get really clear, because not only do we know there are structural and strategic things we need to put in place years in advance, but we also need to get clear on what’s a win for them personally and business-wise.

Frazer Rice
One of the things you mentioned is the idea of getting the business ready to be sold. I’m fast-forwarding to the concept of getting it Sarbanes-Oxley ready in case a public company wants to buy it β€” so it can slot neatly into a balance sheet. But that’s really shorthand for saying things are professionally managed: bookkeeping, process, accounts receivable, accounts payable β€” all formally documented. So that when a buyer starts looking under the hood, they don’t start applying discounts for things they’ll have to fix later. Is that part of what you do?

Alexandria Seydel
Exactly. Being trained as a lawyer on the buy side, my goal β€” usually at the 11th hour β€” was to advise my client, the buyer, on risk. And to assess whether the purchase price offered in the letter of intent actually held up once we looked under the hood.

The best part of my job now β€” and way more fun β€” is that instead of just identifying risk and applying discounts (because almost every deal goes through some form of repricing), I’m jumping in with the sellers and owners hopefully a year or two in advance. We find things a buyer is going to see as a risk, things that would prompt a reprice, and we now have the opportunity to make those things shinier. So that when the buyer looks under the hood, the high end of the multiple range is validated.

It’s not just the financials the purchase price is based on β€” it’s all the other things buyers care about: the people, the processes. Is this a truly transferable asset they can step into, run, and grow?

Another big thing we work on is owner dependence. Most owners think the business doesn’t depend on them, but there are often significant opportunities to continue reducing that dependence β€” so that a buyer sees this as a true transferable asset they can step into and grow.

Frazer Rice
I imagine there are a couple of come-to-Jesus discussions where you have to tell the owner their revenue is too dependent on them personally. On one end of the spectrum, think of a law firm where business comes in because people think you’re a great lawyer β€” that doesn’t transfer cleanly. You want the recurring revenue to come from somewhere else.

That’s one issue I’m sure you have to sit someone down and address. The five-year runway is helpful there β€” it gives you time to build in a succession plan, not just for the sale, but operationally, so that value still sits in the business whether you’re there or not.

The second thing I find interesting is where you sit somebody down and say: this would look a lot better if you took less money out of the business. If we can put that back into EBITDA, then when a buyer starts applying multiples, they’re multiplying against something bigger rather than against a number deflated by, say, buying a boat. Do you get into that conversation?

Alexandria Seydel
Yes, we do, and we take a cursory look at that fairly quickly. Then we bring in support if needed β€” whether that’s on the accounting side, how money flows through the business to affect the bottom line and create the story. Every buyer wants at least three years of financials; we want that growth story to look strong, and we want to start building it now. If we need to bring in a fractional controller or a fractional CFO depending on the size and sophistication of the business, that’s something we pull in right away.

On your first point β€” we actually have an architect client right now at exactly that phase. He has a right-hand woman architect who’s been with him for over ten years, and he wants her to have the opportunity to step into the business. He also has a son who’s an architect and wants the same opportunity for him. So we’re building a succession plan. And one of the first problems we addressed was that he’s still driving almost all of the top-line revenue β€” nearly all the business development runs through him.

So we’re asking: when does this right-hand woman get involved in the sales process? What percentage of meetings is she in? What is she bringing in herself? His timeline is five to seven years, so we have time to build this out β€” continuing to train her, continuing to elevate her and others in the business who can drive relationships and sustain that revenue flow, the recurring revenue that comes from major referral partners and developers giving him large contracts.

And on the equity side: what’s the incentive plan? How do we get her aligned with the goals of the business so she genuinely wants to take ownership, both literally and figuratively? We’re building an equity incentive plan with her. On the process and sales side, we’re setting goals β€” she’s in a certain percentage of meetings by year-end, driving a certain percentage of revenue. We’re helping him set those goals and build a plan to execute on them.

Frazer Rice
And all of that also sets up a longer-term exit β€” maybe selling the practice to a larger architectural firm or a private equity-backed platform down the line.

Alexandria Seydel
Exactly. And on a slightly longer timeline, all of that work makes the business more efficient operationally and more attractive as a potential sale β€” whether that’s to those two individuals in a succession plan or to an outside buyer.

Frazer Rice
What happens when a business comes to you and maybe the brand is well respected and things look good from the outside, but there’s decay underneath? They come to you and say they’re ready to sell, but when you look at it, the dollar signs in their eyes are based on something that existed a long time ago and has since been left to deteriorate. What do you do in that situation?

Alexandria Seydel
We start with what we call an Exit Readiness Assessment β€” it’s a 90-minute virtual session that pulls you out of your inbox, out of the fires you’re fighting every day, and lets you step back and look at every dimension of your business through the lens of what a buyer is going to assess.

It produces a readiness score and tranches everything into three buckets: value adds (greater multiple), value detractors (reduction in sale price), and deal killers β€” things like accounting or legal issues so significant that a buyer doesn’t just reprice, they walk away entirely. That assessment becomes the foundation for a roadmap: what are the most important things to fix, and in what order?

We all have limited time, energy, and capital. The triage framework helps you apply those resources to the things that actually move the needle. And yes, there is often a come-to-Jesus moment. Sometimes an owner comes in burned out β€” they just want to hand over the keys. We want to avoid that situation, but if you get there proactively rather than reactively, if you’ve already done the work with advisors like Frazer and like us to put systems, people, and processes in place, your readiness score is in much better shape.

If you haven’t done that work, it requires a harder conversation β€” what do you want out of this? What are your goals? And what can we realistically accomplish in what period of time?

Frazer Rice
What about founders who want to grow and are looking for outside capital, but want to stay involved? How do you think about sourcing that capital and making sure the partners are the right fit?

Alexandria Seydel
We have several clients right now raising seed rounds, and one working through whether to raise a Series A. I think that discussion has to be framed, at least in part, through the exit lens.

There’s a lot of pressure right now β€” especially in AI or capital-hungry industries β€” to raise the big splashy Series A, make the oversubscribed round LinkedIn post. Great, I’m all for it if you actually need that capital. But there’s a lot to consider first: are these the right partners? What limitations does this put on your exit pathway?

I have one client who has a really nice business growing at a solid clip β€” I think it could exit in the $20 million range in the next year or two, and he’s still the primary owner. He’s feeling pressure from his industry where raising a big Series A is the norm. I asked him what he wants to be doing in two years. His answer was surfing in Portugal.

If you raise a Series A right now, you are not surfing in Portugal in two years. So with that in mind, is this the business you want to keep growing? Are you ready to bring in people who have real influence over how you sell, who you sell to, and for how much? Your timeline gets extended and your decision-making authority gets diluted. Maybe the Series A is right because you need the capital to grow β€” but even then, does it have to be a $50 or $100 million round? Could it be $10 million? Even the size of the round affects the cap table, the governance, and ultimately the exit.

Frazer Rice
Have you had the difficult situation where someone is presented with an offer that mixes cash and stock in the acquiring company β€” and you’re looking at it thinking maybe they should push for all cash, or maybe they should walk away entirely?

Alexandria Seydel
Yes, and I’m very comfortable in that conversation. My advice almost always starts the same way: get as much cash at close as possible. Reduce the earnout tranche.

A lot of deals come in structured across three buckets β€” cash at close, earnout, and rollover equity in the buyer. I’ve seen deals close where five years later that rollover equity is worth zero. So I walk every owner through this exercise: if the earnout and the rollover equity both go to zero, are you completely comfortable walking away with just the cash at close? If that feels okay, then we can dial those other numbers however we need. If it doesn’t feel okay, then we need to ask harder questions β€” do we need to grow more first? Do we need to negotiate different terms? Do we have multiple LOIs with different structures we can compare?

The institutional buyers will always tell you the rollover equity is going to 10x. Always. And as the lawyer, I used to be delivering that reality check at the 11th hour when it was almost too late. Now that I get to work with owners before that process, I can prime them early: rollover equity, in our minds, is always worth zero unless proven otherwise. If it 10x’s, that’s the cherry on top β€” incredible. But don’t build your retirement plan around it.

Frazer Rice
Are you part of the process of generating buyer interest? I imagine it’s often industry-specific β€” there are people who understand the space and know the players. But how do you get a few LOIs on the table so it doesn’t become a fire sale?

Alexandria Seydel
We consciously made the decision not to become brokers or registered broker-dealers, for two reasons.

One, I want to stay fully aligned with the owner’s actual goals. This has happened: we started working with a woman, began building up her people and processes, and 18 months later she said, “Wait β€” I actually have more freedom now. I’m operating at a higher level because the business is starting to run without me.” The work we were doing to prepare for a sale also just made the business more enjoyable to run. She decided to grow for another year or two instead. Because our compensation isn’t tied to a success fee at closing, we can fully support that decision.

Two, deal brokers and investment bankers are often highly industry-specific. A banker who knows your manufacturing sector deeply is going to be more effective in market than we would be. So we refer our clients to multiple specialists in their industry, help them assess fit, and β€” because I’m trained in reviewing those contracts β€” help them understand what they’re actually agreeing to in the engagement letter. Then once that team goes to market, we stay on the owner’s shoulder throughout the process. My consistent message: fit matters. Trust your gut. If this buyer doesn’t feel right, honor that, and let’s figure it out before we’re at the closing table.

Frazer Rice
How do you tell a founder or family-owned business that the family dynamics are a value detractor? If there’s conflict β€” someone looking for income while others want to grow, every decision a fight β€” I imagine buyers pick up on that quickly.

Alexandria Seydel
It starts with being human first. Understanding the people behind the business, understanding the family dynamics. A lot of M&A professionals have no interest in going there. My co-founder Kim Wozny and I both actually like that part. We like knowing the people, understanding the dynamics, understanding when someone has a mental block around part of their business because of a fear mindset, or when pressure from a family member is pulling them in a direction they don’t want to go.

Being willing to dig into that β€” as a third-party neutral advisor working for the founders first β€” is part of what we do. And on the process side, if you have four siblings who own a second-generation business and three want to grow while one wants to sell, how do you show that fourth person that now isn’t the right time? You give them more information, more context, more understanding. And where necessary, you wrap enough process and procedure around that situation so that a buyer can see that this one person being out of alignment doesn’t constitute a major risk to the business.

Frazer Rice
Don’t give the buyer a reason to say no or pay less. If you can batten that down ahead of time, it’s worth it. As we wind down β€” what’s a short checklist for founders who are thinking about selling? What are the first steps to assess their readiness?

Alexandria Seydel
First and foremost: it’s never too early to start thinking about it. Even just getting clarity on your personal vision β€” what you want out of this β€” helps direct major business decisions as you grow. We have two clients right now considering joint ventures. One is actually moving forward with a new 50/50 partner; the other decided against it. They’re on very different exit timelines, and those exit pathways are a large part of why a joint venture may or may not be the right choice for each of them.

I’m always happy to just talk to founders about how they’re thinking about this, even without any formal engagement. I want more owners thinking about exit earlier β€” it only does them a massive service.

And one practical exercise I love: the Europe Test. Imagine you’re going to Europe for three weeks, somewhere with no cell reception. Who calls you first? What processes break? What sits in your inbox undone? It’s a more fun version of the “hit by a bus” question β€” and it’s a really useful early diagnostic for where the business still depends too heavily on you. Start uncovering those things now, so you have the time and runway to fix them.

Frazer Rice
Terrific stuff. Alex, how do people find you and your firm?

Alexandria Seydel
I’m Alexandria Seydel β€” last name spelled S-E-Y-D-E-L. You can find me on LinkedIn, where I’m active all the time, or look up Ripple’s Edge Advisors. Reach out via email or LinkedIn message. Even if you’re just starting to think about it, I love having that conversation.

Frazer Rice
Perfect β€” that will all be in the show notes. Thank you for being on.

Alexandria Seydel
Thank you, Frazer.

ALTERNATE TITLES

The 5-Year Exit Strategy Blueprint: Preparing Your Business for Sale

Getting The Business Ready to Sell

How to Maximize Business Value Before Selling

KEYWORDS (GETTING THE BUSINESS READY TO SELL)

business exit planning, M&A, business valuation, succession planning, sale readiness, owner dissatisfaction, deal structuring, growth strategies, capital raising, exit readiness assessment, getting the business ready to sell,

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