EPISODE 242: Selling your company starts long before buyers show up. In this Master Class episode, the team breaks down “month zero” and the first 30 days of a sell-side process: what gets built, who needs to be involved, what information you’ll be asked for, and how to stay focused on running the business while your advisor packages the story. You’ll also learn how the teaser, CIM, and financial packet work together to create momentum, protect confidentiality, and keep buyers moving through the process.

What does it really feel like when you decide to sell and the process officially begins?

In this Sell-Side Master Class episode, we walk through month zero and the first 30 days of a sell-side process: the pre-market foundation, the time commitment, and the “transfer” that has to happen so an advisor can speak like they’re part of your team. We cover the core information you’ll be asked to assemble (financials, customer data, employee data, forecasting, go-to-market materials), plus the practical reality that founders often need to keep the circle tight to avoid data leakage internally.

We also explain the role of the three key documents that drive early-stage buyer movement:

Finally, we talk through a critical leadership question that often evolves during the process: are you selling in or selling out? And we close with a simple reminder: preparation equals leverage because speed and clarity protect value.

Other Episodes in this Series

Part 1. Knowing When It’s Time to Sell: Listen now >>

Part 2. Get Your House in Order: Listen now >>

Part 3. Valuation Drivers: Listen now >>

Part 4. What is my Take Home? Listen now >>

Part 5. It Takes a Village. Listen now >>

Listen to Shoot the Moon on Apple Podcasts or Spotify.

Buy, sell, or grow your tech-enabled services firm with Revenue Rocket.

EPISODE TRANSCRIPT

Mike: Hello, and welcome to this week’s Shoot the Moon Podcast broadcasting live and direct from Revenue Rocket world headquarters in Bloomington, Minnesota. If you tune into this Master Class or our podcast in general, you know that Revenue Rocket is the world’s premier M&A advisor to tech-enabled services companies. With my partners today, I’m happy to bring Ryan and Matt into the podcast. Welcome, guys.

Matt: Excited to continue with our Master Class series. I’ll tell you, I’ve actually started to get a couple of positive feedbacks from people who’ve been tuning into the Master Class. So I’m excited to keep it going. Way to go, Ryan.

Ryan: Well, thanks. In the past year, we’ve covered the decision to sell, preparing your house and getting it in order, understanding what valuation means, what to take home for fees. And then last—our last one—we were talking about building an advisory team. And once you have an idea of what “ready” looks like and what your firm is worth, and you’ve picked an advisor—and hopefully one of those is an M&A advisor—it starts to be like, what’s it like when rubber hits the road? We’re actually going to get out and take a firm to market.

So today, I want to talk about what we looked at as the first 30 days of a sell-side process. You’re looking to sell, and you’ve engaged a firm to do so.

So Mike, I’d love to know—if you can get us going—to level set: when we say “month zero” or just day one in a sell-side process, what does that actually mean? And why does it matter so much?

Mike: Month zero is sort of the pre-market phase, right? The foundation for everything that follows. And so when you think about level setting, there’s quite a bit of thinking that has to go on—rumination on behalf of the seller, right, the owner or owners in a business—to be processing and being ready.

To think about things like: what is your story? What is your historical story—why is it promising, and why is there a future? What sort of vision do you have for the business? And how does finding a particular partner—capital partner or strategic partner or both—really fit with that? And then also, how does that relate to your deal goals, life goals, that kind of thing.

I think being ready—thinking about that—having prepared the business (which we’ve talked about in previous podcasts in this Master Class) for that inevitable process is really what month zero is all about.

Ryan: Building phase. And I think a lot of this goes back to “what do I want to do next?” It’s really formulating where you’re at and where you’re going, and finally getting prepped—even going through that advisor process.

And then, Matt, once a CEO says go, and we’re into that—from month zero into day one and month one—what should they expect? What should it actually feel like? Tell me a little bit about time commitments or attitude going into day one.

Matt: The reality is, it is a time commitment. Whether you’re engaging a sell-side advisor, an investment banker, however you want to call it—there’s a “transfer” that needs to happen. In order for that advisor to take your business to market, they need to understand your business like you do.

So the first 30 days is really about packaging and knowledge transfer. And this is where you’re going to spend a lot of time: meeting, answering questions, providing documentation, helping shape the story. It’s not just “here are my financials.” It’s, “how does this business actually work?” and “why does it win?”

At the same time, you still have to run your business. And taking your eye off the ball is about the worst thing you can do during a sale process, because performance matters. So you’re balancing: help the advisor build the materials, and keep the business strong.

Ryan: That makes total sense. You used the word “transfer,” and I think that’s important. How do I enable an advisor to speak as though they were one of us? And that takes real work.

Mike, I’m curious: when we talk about that first 30 days, who needs to be involved? Like—how broad is the circle?

Mike: It depends on the business and the sophistication of the management team, but generally, the owner/CEO is heavily involved. Finance leadership is heavily involved. Depending on the nature of the business, you may have an operations leader involved, and potentially a sales leader involved.

But one thing that’s really important: confidentiality. The circle often needs to be tighter than people expect. Because the reality is, if the wrong people find out too early, you can get nervousness. And nervousness can cause behavior that impacts customers, employees, and performance.

So there’s a balance between: you need help assembling information, but you also need to control information flow internally.

Ryan: That confidentiality point is real. It can feel lonely in the process if you can’t talk openly about it in your own company.

Matt, what kinds of things should sellers expect to be asked for early on? Like, what does the data gathering actually look like?

Matt: You should expect a pretty comprehensive information request. Financials are the starting point: historical financials—often five years—plus trailing twelve months, plus whatever interim periods are relevant.

Then you get into customer data: customer concentration, top customers, contract terms, retention, revenue mix, recurring versus project, pipeline, backlog depending on the business.

Then operational and employee data: org chart, key roles, compensation structure, any key person dependencies.

And then forecasting: how do you see the future? What’s driving growth? What assumptions do you operate with? How do you track sales and delivery? What are the leading indicators?

The point is: buyers aren’t buying last year. They’re buying the future. And the early work is organizing the proof points and the story in a way that makes that future feel credible.

Ryan: So financials, customers, employees, and forecasting. That’s the big buckets.

Mike, are there other items you see come up that sellers don’t always expect?

Mike: Governance and structure documentation can come up—entity structure, ownership, cap table or shareholder composition, things like that. Tax considerations. Depending on the business, maybe licensing, compliance, key contracts, insurance.

But the bigger idea is: you want to get organized. When you’re prepared, you can respond quickly and confidently. If you’re scrambling, the process slows down, and uncertainty goes up.

Ryan: And uncertainty is the enemy in a deal.

Let’s talk about the deliverables, because I think this is what people picture when they think “sell-side.” The teaser, the CIM, and the financial packet—can we break down what those are and how they work together?

Matt: Sure. The teaser is generally anonymous. It’s meant to spark interest without revealing the company. It’s high-level: market, offering, size range, and reasons a buyer might care. It’s the first step in gauging interest and identifying potential buyers.

Then, after a buyer signs an NDA, they get the CIM—the Confidential Information Memorandum. That’s the deeper narrative: who the company is, what it does, how it goes to market, why it wins, the market dynamics, competitive differentiation, leadership, and the financial picture.

And then the financial packet—sometimes you’ll see that as a more detailed financial file and then eventually data room materials. That’s where buyers start to get more granular, test assumptions, validate numbers, and prepare for diligence.

It’s a gating process: teaser creates interest, NDA unlocks CIM, qualification unlocks deeper financials.

Mike: And that gating is important. You don’t just hand out everything to everyone. You want to protect confidentiality and control the flow of information, while also creating momentum.

Ryan: That makes sense. Teaser → NDA → CIM → financial packet/data room. Controlled steps.

Now, there’s also this question that comes up for a lot of sellers once they get into a real process: am I selling in or selling out? Mike, can you talk about that?

Mike: Sure. “Selling out” is what people often imagine—exiting completely. “Selling in” can be a partial sale where you keep equity, stay involved, and partner with someone to grow.

And sometimes, sellers start with one idea and change over time. Because once you see the buyer landscape and the options—strategics, private equity, different deal structures—you may realize there are paths that align better with your goals.

The key is being clear about what you want, but also being open enough to evaluate options thoughtfully.

Ryan: And being open to different buyer types, including private equity, depending on goals and fit.

Matt: Exactly. Sellers often come in with assumptions. But once you get into a process and see what buyers value, what structures they propose, and what the partnership could look like, the “right” answer can evolve.

Ryan: So as we wrap this one, we’re talking about month zero and the first 30 days—foundation and packaging—without losing focus on running the business.

Mike, what’s the key takeaway you want people to leave with?

Mike: Preparation equals leverage. The more prepared you are, the clearer you are, and the faster you can move, the more confidence buyers will have—and the better the process tends to be.

And I’d also say: slow down to speed up. Invest in doing it right upfront, and it will pay dividends throughout the process.

Ryan: Love it. Preparation equals leverage. Slow down to speed up.

And then next episode, we’ll talk about building the buyer list—who should be on it, how to think about it, and how to approach outreach.

Matt: Looking forward to it.

Mike: Thanks, guys.