Last Thursday, SI Partners Global hosted their Stories from the Deal Room event in Sydney, and it was packed with gold for business owners thinking about an exit one day.
Julia Vargiu led an incredible panel featuring
Gina Lednyak from L&A Social, Tim Ryan from Omnia Collective, Craig Roberts from Clemenger Group, Alistair Angus, and Alyssiah Tsui from SI Partners.
The panel shared some hard-won lessons that every business owner should know when planning their exit strategy.
The two main options for a sale were to Private Equity, or to a larger holding company.
Private Equity often have a set horizon where they want to exit, so they will have a sharp focus on your future financial growth and performance. PE traditionally has a more cutthroat reputation as they look to cut costs where possible and focus on high margins (as they prepare for their own exit). The average Private Equity hold period is around 4.6 years.
Holding Companies have a longer-term view. Integration into one of them can be akin to joining a Pirate Navy. There are a bunch of other operating companies under the HoldCo’s banner, all with their own goals and priorities. Undestand what your new role will be and how your team will fit in.
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Here are my key takeaways:
From a Buyer’s Perspective
Your business cannot depend on you, the founder—for anything.
Locking in the management team with incentives reduces risk for buyers.
Buyers ask: Is this business a good strategic fit? (1+1=3).
Assess the capabilities of your team—are they unique or complementary?
Unique tech or products are a big plus—can they scale into new markets?
Stable, steady growth beats big ups and downs. Buyers value reliability.
Project-based revenue is risky; shareholders dislike revenue & cashlow lumpiness.
From a Business Owner’s Perspective
Understand who is taking on more risk. You can get a higher up front payment, but it’s lower risk. If you go for higher earn out later on – you are taking on much more risk as there are so many variables that are often out of your control.
Do your homework on types of buyers —not all buyers are the same. Ask around.
Long earn-outs can get messy if you choose the wrong buyer.
Speak to others who have sold to the same buyer. Not just the ones they suggest – go wider to find any hidden stories of issues with not hitting earn-outs.
Have a strong, experienced deal team: lawyers, accountants, and advisors.
Remember, the buyer has done this before—they know the game better.
If your house isn’t in order, due diligence will drag on for months.
A major red flag: If all founders want to leave immediately post-sale. You need energy in the tank to see out the earn out period in good faith.
Reverse due diligence on the buyer—know where your business is going.
Due diligence can take 10-12 months—you’ll be running the process and the business.
Earn-outs can stretch 1-3 years post-sale—make sure you’ve got energy left.
Have IP in your delivery model—scalable processes, tech, or systems matter.
It’s not just about the multiple—deal format, the management team, and your future plan are just as critical.
From a Fractional CFO’s Perspective (mine)
Sellers are at a huge information disadvantage. Buyers have done it before, and know all the tricks. You need to level up your knowledge and get good advice or you might get played.
Earn outs are a big pain point. I’ve heard anecdotal stories of people selling to the wrong buyer and not being able to hit their earn-out due to restrictions put on them buy the buyer (e.g cutting their marketing spend!).
If it’s a long earn out of 3 years, and then the person who brought you in and did the deal with you leaves – a lot of knowledge and goodwill can also leave.
Be super vigilant, invest in a good lawyer and make sure EVERYTHING is in the actual contract. Leave nothing to chance because handshake deals aren’t worth anything if the person you shook hands with has now left the company.
Focus on basic metrics to ensure good financial hygiene:
> Staff-to-Gross-Profit ratio
> Profit
> Consistent revenue growth
Run a normalised P&L from Day 1—no ‘funny business.’
Add-backs become complex if your P&L is messy—it erodes trust.
You might save on taxes, but it reduces your exit value.
Don’t use cash accounting.
Invest in your financial function properly—it saves headaches later.
Aim for audited accounts that tie back to management accounts for consistency.
Exits aren’t easy, but with the right team, clean financials, and a solid plan, you can make the process smoother and more rewarding.
👉 Get the battle-tested roadmap to scale your business to $5 million and beyond here https://my.trimline.co/growth
