Deal Note · Issue 01
Why I think like a buyer
The fastest way to improve a company is to see it through the eyes of the person who may one day acquire it.
The buyer is not buying your effort. The buyer is buying a future stream of cash flows, the confidence that those cash flows will continue, and the ability to take control without inheriting a collection of invisible problems.
Founders understandably see the years, the difficult decisions, the team they built, and the opportunities still ahead. A buyer sees the same company from the other side of the table. They ask what can go wrong, how quickly value could disappear, and how much of the result depends on the founder remaining in the room.
Neither perspective is wrong. But only one of them sets the terms when a transaction begins. That is why I try to think like a buyer long before there is a buyer.
1. What breaks when the founder leaves?
Founder dependence is often disguised as leadership. If every major customer relationship, commercial decision, and operational exception still runs through one person, the company is not yet transferable. A buyer may still acquire it, but they will price the transition risk into the deal structure.
The work is not to make the founder irrelevant. It is to make the company capable: documented decisions, accountable operators, visible metrics, and relationships that belong to the business rather than one individual.
2. Where is the concentration?
One customer, one supplier, one rainmaker, one platform, or one geography can make a good company fragile. Concentration is not automatically fatal. Hidden concentration is. A buyer wants to know exactly where the dependency sits, how it developed, and what has been done to reduce it.
3. Are the economics real?
Revenue is easy to celebrate. Quality of revenue takes more work. Buyers separate contracted from recurring, recurring from repeat, and repeat from accidental. They look through adjusted EBITDA, working-capital requirements, owner expenses, deferred investment, and the capital needed to sustain growth.
A credible seller does this work first. Clean numbers do more than support a valuation. They reduce the number of reasons a buyer has to delay, retrade, or walk away.
4. Can control actually transfer?
A transaction is not complete because shares move. Licences, contracts, data, intellectual property, banking, key people, and operating knowledge all need to survive the change of control. The more of that transfer depends on goodwill and memory, the more risk sits inside the deal.
5. What can be proven?
Good businesses often lose credibility through weak evidence. A forecast without a pipeline, a margin without clean accounts, or a customer claim without a contract forces the buyer to replace fact with an assumption. Buyers discount assumptions.
Think like a buyer before you need one. The result is not merely a company that is easier to sell. It is usually a better company to own.
This way of thinking also improves acquisitions. It makes you less impressed by surface growth, more disciplined about structure, and clearer about where operational work can create value after closing. The point is not pessimism. The point is seeing the entire deal.