Exit planning: the 12 to 24 months that decide what you are paid
Joe Lewin·Founder & M&A Adviser, DealFlowAgent·Updated
Quick answer
Exit planning is the twelve to twenty-four month programme that prepares a business, its shareholders and its paperwork for sale. It has four parts: establish a defensible valuation baseline, improve the small number of value drivers buyers actually price, settle the tax and legal structure early enough to qualify for the reliefs you are counting on, and run a competitive process rather than negotiating with the first buyer who calls. Owners who start late usually still sell. They just sell with less leverage.
months of planning before going to market
qualifying period behind most UK tax reliefs
weeks from heads of terms to completion
self-registered acquirers in our network
What exit planning actually covers
Most owners meet the market once. The buyer opposite has done it twenty times and arrives with a template agreement and a standard set of reasons the price should fall after heads of terms. Exit planning closes that gap before the conversation starts.
Four strands run in parallel. Get them in order and the process is yours to control.
Financial
Maintainable earnings, evidenced add-backs, reporting a buyer can verify.
Operational
Remove owner dependency, concentration and uncontracted revenue.
Structural
Share ownership, tax reliefs and legal housekeeping, settled early.
Commercial
Buyer list, positioning and how the business goes to market.
Planning is not readiness. Readiness is the diagnostic. Planning is the programme that follows, with dates attached. If you have not run the diagnostic, start at the exit readiness hub. To know your likely number, use the free valuation calculator and the sector valuation guides for the EBITDA multiple bands buyers are working to.
The 12 to 24 month exit planning timeline
The timeline below is the sequence we use with owner-led businesses in building services, facilities management and specialist healthcare. Where a shareholding restructure is needed for tax purposes, work backwards from twenty-four months rather than twelve.
Benchmark and decide
Establish a defensible view of what the business is worth today and what it could be worth after a focused improvement period. Agree the shareholder objective: full exit, partial exit, or growth capital. Take initial tax advice while there is still time to restructure share ownership, because most reliefs depend on holding periods rather than intentions.
- Baseline valuation and EBITDA normalisation
- Shareholder objectives agreed in writing
- Initial tax and legal structuring review
- Two or three value drivers selected for the period
Fix what buyers discount
Work on the small number of issues that reliably reduce price: owner dependency, customer concentration, unpriced or uncontracted recurring work, weak management reporting and undocumented processes. This is the phase with the highest return per hour, because every risk removed now is a risk the buyer cannot price against you later.
- Second-tier management responsibilities documented
- Maintenance and service agreements renewed on transferable terms
- Monthly management accounts produced within ten working days
- Customer concentration reduced or contractually secured
Build the evidence pack
Convert the improvements into evidence a buyer can verify. Assemble the data room, reconcile the management accounts to the statutory accounts, formalise the recurring revenue schedule, tidy contracts and employment paperwork, and prepare a forecast that ties to pipeline, win rates and delivery capacity rather than ambition.
- Data room populated and indexed
- Recurring revenue schedule with renewal rates
- Three-year historic and two-year forward financial model
- Compliance, accreditation and insurance evidence collected
Run a competitive process
Approach a curated buyer list in a controlled sequence rather than responding to whoever happens to call. Competitive tension is the single most reliable protection against a reduced offer during diligence, because a buyer who knows there is an alternative has less room to renegotiate.
- Blind teaser and information memorandum
- Buyer list segmented by strategic, private equity and platform fit
- Managed offer deadline and comparison of terms, not just headline price
- Heads of terms signed with an exclusivity period you can live with
Diligence, signing and handover
From heads of terms to completion typically runs eight to sixteen weeks depending on the buyer, the funding structure and how clean the data room is. Plan for the handover period agreed in the sale and purchase agreement, and for any earn-out mechanics that keep you commercially involved after completion.
- Financial, legal, commercial and insurance diligence
- Sale and purchase agreement, disclosure letter and warranties
- Completion accounts or locked-box mechanism agreed
- Handover, earn-out and employee communication plan
The eight value drivers buyers price
Every buyer is pricing risk. These are the eight areas where the risk is visible, measurable and worth money. Two or three improved properly beat all eight improved superficially.
Normalised EBITDA
Buyers pay a multiple of maintainable earnings, not of last year's profit. Strip out one-off costs, owner benefits and non-recurring projects, and document every add-back with supporting evidence. An add-back you cannot evidence is an add-back the buyer will remove.
Contracted recurring revenue
Maintenance, inspection, monitoring and compliance-led repeat work is priced far more generously than project or install revenue. What matters is that the contracts are written, transferable on a change of control, and renewing at a rate you can prove.
Owner independence
If the customer relationships, pricing decisions and technical judgement sit with the owner, the buyer is acquiring a job rather than a business. A functioning second tier is usually worth more than another year of revenue growth.
Customer concentration
Where a single customer represents more than fifteen to twenty percent of revenue, expect either a discount or a chunk of the price deferred into an earn-out. Broadening the base, or securing long contracts, removes the argument.
Reporting quality
Monthly management accounts that reconcile to the statutory accounts, a clean CRM and reliable job-level margin data shorten diligence. Slow, contradictory data is the most common cause of a process losing momentum.
Compliance and accreditation
In building services, facilities management and specialist healthcare, third party accreditation is a price-setting credential. Lapsed certification found in diligence raises the question of what else has slipped.
Forecast credibility
A forecast is tested against your historic accuracy. If last year's plan was missed by thirty percent, this year's plan carries no weight. Build a forecast you can defend line by line against pipeline and capacity.
Clean legal housekeeping
Share register, option arrangements, property leases, employment contracts, IP ownership and any outstanding disputes. None of these raise the price. All of them can delay or reduce it.
UK tax: what to settle before you sell
Tax is the part of exit planning where late action is genuinely irreversible. Reliefs depend on qualifying periods measured in years, and a structure put in place three months before completion will often fail a test the same structure would have passed had it been done two years earlier.
Business Asset Disposal Relief has a lifetime limit
Business Asset Disposal Relief, formerly Entrepreneurs' Relief, applies a reduced rate of Capital Gains Tax to qualifying disposals up to a lifetime limit of one million pounds of gains. Gains above that limit are taxed at the main Capital Gains Tax rates. The relieved rate has been legislated to increase in stages, so confirm the rate that applies to your expected completion date with your accountant before you commit to a timetable.
Qualifying conditions run on a two year clock
In broad terms you must have held at least five percent of the ordinary share capital and voting rights, been an officer or employee of the company, and the company must have been a trading company, for at least two years ending with the disposal. That two year qualifying period is the single strongest argument for starting exit planning early: a restructure done twelve months before a sale can fail the test that the same restructure passes at twenty-four months.
Share sale and asset sale are taxed very differently
Most owners want to sell shares, because the gain is taxed once in the shareholder's hands. Many buyers prefer to buy assets and the trade, which can leave a double tax charge for a corporate seller. Where the buyer insists on an asset purchase, the price needs to reflect the difference in net proceeds, not just the difference in headline value.
Earn-outs and deferred consideration need advance planning
Deferred and contingent consideration carries its own tax treatment, and the choice between cash, loan notes and shares in the acquirer materially changes when tax falls due. Agree the tax analysis before heads of terms rather than after, because the structure is far harder to change once it is written down.
Consider whether an alternative structure fits better
A sale to an Employee Ownership Trust, a management buyout or a partial sale to a private equity investor each carry a different tax and cash profile. These are not always better, but an owner who has only ever considered a trade sale is negotiating with one option.
Take advice from a qualified adviser
This page is general information, not tax advice. Rates, thresholds and qualifying conditions change with each Finance Act. Confirm your position with a chartered accountant or tax adviser, and use the HMRC and GOV.UK sources listed at the foot of this page as the primary reference.
This section is general information about UK tax as it applies to business disposals. It is not tax advice and it does not create an adviser relationship. Rates, thresholds and qualifying conditions change. Verify your position with a qualified accountant or tax adviser and against the HMRC and GOV.UK sources listed at the foot of this page.
What buyers diligence
Diligence usually runs eight to sixteen weeks from heads of terms. The purpose of exit planning is to make sure nothing surfaces in that window that you could have dealt with a year earlier at a fraction of the cost.
Financial diligence
Quality of earnings analysis, monthly trading history, working capital profile, revenue recognition, margin by contract and job, aged debtors and creditors, capital expenditure history and the evidence behind every add-back.
Commercial diligence
Customer concentration and churn, contract terms and change of control provisions, pipeline conversion, pricing history, competitive position and the transferability of key relationships.
Legal diligence
Share capital and the register of members, articles, shareholder agreements, options, material contracts, property leases, litigation and disputes, intellectual property and data protection compliance.
People diligence
Employment contracts, restrictive covenants, holiday and bonus accruals, pension obligations, key person dependency, subcontractor status and any employment tribunal history.
Operational and compliance diligence
Accreditation and certification status, health and safety record, insurance history and claims, systems and asset registers, vehicle fleet, and evidence that statutory inspection obligations have been met.
Tax diligence
Corporation tax, VAT and payroll compliance, employment status of subcontractors, historic reliefs claimed, and any open enquiries. Unresolved items usually end up in an indemnity rather than a price reduction, but they cost time either way.
Exit planning, run as one continuous process
Valuation sets the baseline. Optimisation targets the two or three drivers that move your multiple. Process takes the business to a curated buyer list so competitive tension protects the price. Research is systematic. Judgement, approaches and negotiation are human.
Know Your Number
Start with a free valuation and a free list of the acquirers most likely to buy your business. No obligation, no pressure, and no sales call required. Most owners are six to thirty-six months from a sale when they begin here.
Build the Value
Our detailed valuation and business optimisation report scores your business across roughly twenty-five value drivers, shows exactly where each one sits today, and sets out sector-specific actions to improve them. Acting on it can materially lift your valuation before any process begins.
Map the Buyer Universe
We screen strategic, financial, and international acquirers against our network of 13,000+ registered buyers and a proprietary database of 2.1 million companies and 400,000+ historical acquisitions. Every buyer is scored on intent and capability.
Run a Competitive Process
Your advisor personally contacts the highest-scoring buyers with hyper-personalised messaging across email, LinkedIn, WhatsApp, and phone. Multiple offers create leverage, and we negotiate price, terms, and structure with your goals in mind.
Close & Transition
From heads of terms to completion, we coordinate due diligence, specialist M&A legal support, and final negotiations. The result is the best possible outcome and a buyer who respects your team, customers, and what you built.
Six months or three years away from a sale, both are free and there is no obligation to proceed.
Sector context for your plan
Buyer landscape and EBITDA multiple bands differ by sector. Start with the page closest to your business, then plan around the drivers that matter there.
Exit planning questions
Watch the two minute intro from our founder
How a planned exit turns into a competitive, confidential sale process.
Experienced Dealmakers Lead Your Exit
A senior M&A bench, plus a sector specialist recruited for your industry on every deal.
Head of M&A
Joining 22 August 2026, name announcing soon
Joining full-time on 22 August 2026 from the largest M&A advisory firm in the UK, owned by K3 Capital. As an ex-Director he managed teams of M&A advisors, analysts and associates, working daily with business owners, buyers and stakeholders on live acquisition deals. Selected from 260 applicants alongside colleagues from investment banking backgrounds, he brings that experience and network to lead the advisory bench across Building Services, Facilities Management, and Healthcare.
Joining full-time on 22 August 2026 from the largest M&A advisory firm in the UK, owned by K3 Capital. As an ex-Director he managed teams of M&A advisors, analysts and associates, working daily with business owners, buyers and stakeholders on live acquisition deals. Selected from 260 applicants alongside colleagues from investment banking backgrounds, he brings that experience and network to lead the advisory bench across Building Services, Facilities Management, and Healthcare.
Martin is one of the most well-connected figures in UK fire, security, building services and FM. He is Chairman of both the Fire Industry Association and the British Security Industry Association, the only person in the UK to hold both roles simultaneously. Martin spent over a decade in senior leadership at Mitie, latterly as Industry Liaison Director for its fire and security division, helping scale the business past £500m in revenue and playing a role in the £366m acquisition of Marlowe plc, which created one of the UK's largest compliance, fire and security services groups. He joined DealFlowAgent because owners in these sectors deserve a genuine sector-specialist advisor across valuation, business optimisation and buyer access. In recognition of his industry roles, he acts in a personal, non-partisan capacity.
Martin is one of the most well-connected figures in UK fire, security, building services and FM. He is Chairman of both the Fire Industry Association and the British Security Industry Association, the only person in the UK to hold both roles simultaneously. Martin spent over a decade in senior leadership at Mitie, latterly as Industry Liaison Director for its fire and security division, helping scale the business past £500m in revenue and playing a role in the £366m acquisition of Marlowe plc, which created one of the UK's largest compliance, fire and security services groups. He joined DealFlowAgent because owners in these sectors deserve a genuine sector-specialist advisor across valuation, business optimisation and buyer access. In recognition of his industry roles, he acts in a personal, non-partisan capacity.
Nick leads FM Talent Partners, the facilities management and real estate leadership search firm, and is a leading specialist in building services and FM management talent. He partners with DealFlowAgent on two-way referrals: helping business owners and acquirers fill the key roles that decide whether a business is sellable, and introducing owners who are thinking about their next chapter to a team that knows their industry and their market. Key-person dependency is one of the two most common reasons a sale collapses, and Nick fixes it at source.
Nick leads FM Talent Partners, the facilities management and real estate leadership search firm, and is a leading specialist in building services and FM management talent. He partners with DealFlowAgent on two-way referrals: helping business owners and acquirers fill the key roles that decide whether a business is sellable, and introducing owners who are thinking about their next chapter to a team that knows their industry and their market. Key-person dependency is one of the two most common reasons a sale collapses, and Nick fixes it at source.
James Duboullay
Senior M&A Advisor
- •25+ years across investment banking, M&A and fundraising
- •Sector focus: essential services and software
- •Long-standing relationships with private equity buyers and growth funds
- •Personally advising DealFlowAgent founders for the past four years
- •25+ years across investment banking, M&A and fundraising
- •Sector focus: essential services and software
- •Long-standing relationships with private equity buyers and growth funds
- •Personally advising DealFlowAgent founders for the past four years
Emerson Patton
Sector Specialist: Building Services & Facilities Management
- •20+ years advising owners in building services, fire safety, HVAC, plumbing, and construction
- •Guided 200+ companies through growth, profit improvement, and exit planning
- •Builds equity value and operational structure long before a sale
- •Partners with DFA to prepare owners for exit while the advisory team runs the sale
- •20+ years advising owners in building services, fire safety, HVAC, plumbing, and construction
- •Guided 200+ companies through growth, profit improvement, and exit planning
- •Builds equity value and operational structure long before a sale
- •Partners with DFA to prepare owners for exit while the advisory team runs the sale
Kaya Kesici
M&A Advisor, Fire Safety, Security & Compliance
- •17 completed M&A transactions over the past six years across UK SME fire safety, security and compliance-led services
- •Sell-side and buy-side experience, buyer research, acquirer mapping, outreach and live process coordination
- •Information request lists, databook prep, IC-style summaries and EV-to-equity bridge work
- •Direct sector exposure across fire protection, security systems, CCTV, access control and intruder alarms
- •17 completed M&A transactions over the past six years across UK SME fire safety, security and compliance-led services
- •Sell-side and buy-side experience, buyer research, acquirer mapping, outreach and live process coordination
- •Information request lists, databook prep, IC-style summaries and EV-to-equity bridge work
- •Direct sector exposure across fire protection, security systems, CCTV, access control and intruder alarms
Previously
Ranger Fire & Security · Complete Building Services · Compliance Group
- •22 completed M&A transactions
- •Direct relationships with hundreds of strategic and financial acquirers
- •Previously built a mobility and field services business to 30 staff and 6 UK warehouses, then sold via competitive process with an EY M&A partner
- •Raised £2m in funding; placed 3rd of 1,900 at OnStage (the "Y Combinator of Europe")
- •Full-stack developer of advanced agent systems and second-brain tooling for the M&A process
- •22 completed M&A transactions
- •Direct relationships with hundreds of strategic and financial acquirers
- •Previously built a mobility and field services business to 30 staff and 6 UK warehouses, then sold via competitive process with an EY M&A partner
- •Raised £2m in funding; placed 3rd of 1,900 at OnStage (the "Y Combinator of Europe")
- •Full-stack developer of advanced agent systems and second-brain tooling for the M&A process
Sector Expert
Industry-Specific Advisor
For every engagement we add a sector specialist from your industry to the core team: a 15–25 year operator or advisor with direct relationships in your niche. Recruited per deal so you get the right fit, not a generalist.
For every engagement we add a sector specialist from your industry to the core team: a 15–25 year operator or advisor with direct relationships in your niche. Recruited per deal so you get the right fit, not a generalist.
The bench is growing. Two senior M&A hires confirmed for late July 2026, selected from 200+ applicants out of Goldman Sachs, Deutsche Bank, EY, KPMG and leading boutique M&A firms. See open roles →
The AI layer behind every advisor
Two in-house AI systems work alongside the human bench. They are software, not people, built and supervised by the advisory team.
Sage
AI Deal Concierge
Available 24/7. Monitors every signal in your deal and keeps the advisory team one step ahead. Trained on thousands of M&A transactions.
Sterling
Buy-Side Deal Origination Agent
Engages 13,000+ acquirers to surface live mandates and intent, then feeds your advisors with warm, ranked buyer matches.
Industry Publications & Events
Industry publications and events where DealFlowAgent has either been featured in or exhibited at. It is often where we build relationships with business owners, business buyers, and team members.
Two other ways to work with us
Buying a business in building services, facilities management or healthcare?
Most of our buyers engage owners one to three years before a formal process starts. Tell us your criteria and we introduce you ahead of the market.
See buy-side serviceM&A advisor, broker or boutique investment bank?
Access more qualified acquirers for your sell-side clients. You stay lead advisor and we supplement buyer coverage only. No upfront fee.
Advisor partner programmeSources and references
Primary UK government and HMRC references used in this guide. Confirm rates and qualifying conditions against these sources and with your own adviser.
- GOV.UK: Business Asset Disposal Relief: Qualifying conditions, the lifetime limit and how to claim.
- HMRC: Capital Gains Manual (CG64000+): HMRC's technical guidance on Business Asset Disposal Relief.
- GOV.UK: Capital Gains Tax rates and allowances: Current main rates and the annual exempt amount.
- GOV.UK: Tax when your limited company gives to charity or sells assets: Corporate disposal treatment relevant to asset sales.
- GOV.UK: Employee ownership trusts: Alternative exit route and its qualifying conditions.
- HMRC: Employment Related Securities Manual: Treatment of management shares, options and earn-out securities.
- Companies House: Filed accounts and ownership records buyers check before making contact.
- GOV.UK: TUPE, transfers of undertakings: Employee transfer obligations on an asset or trade sale.
- HSE: Health and Safety Executive: Duty holder obligations that buyers diligence in building services and facilities management.
- GOV.UK: Building Safety Regulator: The regime shaping compliance-led demand in fire, building services and inspection businesses.