Quick Snapshot: How You See This One

• In 2–3 sentences, describe the company, its core value proposition, and your role in the exit decision
• What's the fund and vehicle that owns the company (fund vintage and ownership %)? Options: Fund vintage: <5 years, Fund vintage: 5–8 years, Fund vintage: >8 years, Ownership: majority (>75%), Ownership: controlling (50–75%), Ownership: minority (<50%)
• Why are you contemplating an exit now? (select primary drivers) Options: Fund lifecycle / harvest period, Portfolio rebalancing, Company performance peak, Market window / multiples, LP liquidity requests, Other
• Who from your team will be the day-to-day contact for us during a process? Options: Managing Director / Deal Partner, Operating Partner, Portfolio CEO, CFO, Capital Markets Lead, Other
• What is one success story and one headache you’ve experienced in a prior exit that you’d like us to know up front?

If We Don’t Change Course, What Happens Next?

• What would it mean for the fund and your LPs if you simply rode this company to the next reporting period instead of exiting now? Options: Minimal impact, Delay in LP distributions, Potential multiple risk, Opportunity to re-rate value, Other
• How long have timing constraints or perceived market conditions been influencing your reluctance to run a full process? Options: This is new (weeks), A few months, 6–12 months, Over a year
• Which consequences of waiting worry you most—valuation erosion, management fatigue, competitor moves, or something else? Options: Valuation erosion, Management departure/fatigue, Increased competition, Regulatory or macro risk, LP dissatisfaction, Other
• If we did nothing differently, which measurable fund metric is most at risk? Options: IRR, MOIC / multiple, Time-to-distribution, Fundraising prospects, Reputation among LPs, Other
• Can you share a specific scenario (e.g., valuation falls X% or a management departure) that would force a change in plan?

Are You Settling for Market Averages?

• What multiple or price range would you view as a clear success versus an acceptable outcome versus a failure? Options: Success: top quartile market multiple, Acceptable: market median multiple, Failure: below market median multiple, Prefer to state dollar target
• How are you forming your valuation expectations—peer comps, recent sponsor exits, banker feedback, or proprietary models? Options: Peer comparables, Recent sponsor exits, Banker indications, Internal LBO / IRR models, Sell-side research, Other
• Which company metrics do you believe will most drive valuation in this process (rank top 3)? Options: Revenue growth, EBITDA and margin, Recurring revenue / ARR, Customer concentration, Gross margin, Free cash flow, Other
• If strategic acquirers show interest at a 20–30% premium to sponsor bids, how willing are you to prioritize price over control and management continuity? Options: Highly willing, Somewhat willing, Neutral, Prefer control & continuity
• What trade-offs (e.g., slower close, earnouts, employment covenants) are you prepared to accept to capture top-tier multiple?

Who Really Holds the Keys?

• Who are the essential decision-makers and influencers who must be aligned to hire a bank and run a process? Options: PE deal partner, Fund CIO, Portfolio company CEO, CFO / finance team, Board representatives, LP advisory committee, Capital markets team
• Where do you expect alignment—and where have you historically seen the biggest frictions between sponsors, management, and LPs?
• What are each stakeholder group's top two priorities (e.g., IRR for PE, legacy/employee outcomes for CEO, deal certainty for LPs)?
• Have any stakeholders set explicit 'red lines' (e.g., minimum price, retention terms, preferred buyer profile) we must respect? Options: Yes – price floor, Yes – buyer type restriction, Yes – management continuity, No explicit red lines, Other
• Who has final sign-off authority to switch between sale and IPO tracks, and what would that approval process look like?

When Is Now Really the Moment?

• If someone told you the 'perfect market window' was open for 60 days, would you be ready to run a full process in that window? Options: Yes, ready now, Close with minor preparation, Need significant prep (30–60+ days), Not ready
• What internal company milestones (earnings, customer wins, product launches) or external calendar events (index rebalances, IPO windows) are driving your preferred timeline?
• What is your ideal close target, the latest acceptable close date, and the flexibility between them?
• Have you modeled how a delayed process (3–6 months) would change valuation, financing interest, or buyer appetite? Options: Yes – detailed model, High-level view only, No model prepared
• How willing are you to run a dual-track (sale + IPO) to preserve optionality, and what would prohibit that approach? Options: Very willing, Willing with caveats, Prefer single-track sale, Prefer IPO only

What Are You Not Willing to Trade?

• Tell us the absolute deal terms you cannot accept (price floor, management dilution, certain buyer types, regulatory exposure)
• Which post-close outcomes are non-negotiable for management and the sponsor (employment tenure, governance seats, holdbacks)? Options: Management employment term, Board representation, Retention bonuses, No earnouts, Minimal holdback, Other
• What levels of deal certainty vs. upside do you prioritize—are you chasing the highest possible headline price or the cleanest, most certain close? Options: Max headline price, Balance price and certainty, Prefer fastest/cleanest close
• Are there buyer types you will not consider (e.g., competitors, certain sponsors, foreign buyers)? If so, which and why?
• What regulatory, contractual, or donor/LP constraints could materially limit buyer universe or deal structure?

How Will We Know We’ve Won?

• Beyond price, what concrete success signals should we track (speed of close, shareholder approvals, post-close integration outcomes, LP satisfaction)? Options: Multiple achieved, Close by target date, Management retention, No material reps/warranty claims, LP satisfaction
• What is the minimum mix of financial and non-financial outcomes that would make this exit 'reportable as a success' to your LPs?
• Are there post-close obligations we should plan for (escrows, earnouts, indemnities) that would materially affect net proceeds? Options: Escrow / holdback, Earnouts, Indemnity caps, Long-term restrictive covenants, No material obligations
• How will you prefer we communicate progress—weekly dashboards, milestone calls, or ad hoc alerts—and who must be included? Options: Weekly written updates, Bi-weekly calls, Milestone-only updates, Ad hoc for material developments
• What tolerance do you have for variance between initial indications and final deal economics (express as % or $)?

Decision Gates & What It Takes to Move Forward

• What concrete milestones or deliverables would you require from an adviser before committing to an engagement (e.g., list of likely buyers, valuation range, process plan)? Options: Preliminary buyer universe, Indicative valuation range, Detailed process timeline, Examples of comparable sales, Reference client case studies
• What fee structures and governance terms are you comfortable discussing (success fee, retainer, exclusivity period)? Options: Success fee + retainer, Contingent success fee only, Retainer only, Exclusivity OK for defined period, No exclusivity
• Who will sign the engagement letter and what internal approvals are required (LP advisory committee, board, investment committee)? Options: Deal partner / MD, Investment committee, LP advisory committee, Board of directors, Other
• What timelines are realistic for you to decide on hiring an advisor after we present an initial plan? Options: Immediately / within 1 week, 1–2 weeks, 2–4 weeks, Longer than a month
• Is there any additional information or a pre-packaged analysis (e.g., confidential CIM draft, 3-statement model) you’d like to see before a follow-up meeting? Options: Preliminary CIM outline, Initial buyer list, Valuation sensitivity model, Comparable transactions memo, Other

• Pre-Work & Data Alignment (Pre-Meeting)
• Baseline Valuation & Consequence Quantification
• Scenario Modeling Workshop — Strategic Sale / Secondary Buyout / IPO / Recap
• Buyer Landscape, Comparable Precedents & Market Appetite
• Decision & Validation — Path Selection, Acceptance Criteria & Next Steps

• Approve the initial outreach cadence and owners for starting buyer conversations.
• Bank to prepare scenario templates for the upcoming workshop based on validated baseline.
• Workshop Objectives & Validation Rule
• Surface a validated multiple range and execution profile for each exit route tied to company metrics.
• Identify the top one or two preferred paths with reasons and remaining gaps to close.
• Agree on immediate follow-up analysis required to firm up preferred path(s).
• Bank to refine scenario models for the selected top paths and produce a one-page trade-off summary.
• Client to indicate preference ranking (1–3) for scenarios and note any non-financial constraints (e.g., timing, stakeholder preferences).
• Bank to list open readiness gaps (governance, reporting, disclosure) required for IPO or trade sale and prioritize remediation actions.
• Validate that market precedents support the modeled multiples or identify gaps.
• Recap Preferred Scenarios & Valuation Ranges
• Agree on a buyer universe prioritized by scenario with clear rationale tied to precedent evidence.
• Introductions & Meeting Objective
• Bank to deliver a short-list of 15–25 buyers segmented by scenario and a one-page note linking each buyer to expected multiples.
• Client to confirm comfort level with the proposed outreach approach (confidential auction vs selective outreach vs public process).
• Bank to prepare tailored CIM/teaser templates for the top scenario and schedule initial buyer calls.
• One-slide Recap of Diagnosis & Proof
• Obtain sponsor alignment to proceed on the selected path or dual-track with documented acceptance criteria.
• Agree on a concrete timeline with decision gates and assigned owners.
• Create a short 30-day action plan that moves the preferred path into execution readiness.
• Client to sign off the path decision and acceptance criteria in writing or via email confirmation.
• Bank to finalize engagement terms (if required) reflecting the agreed scope, milestones, and dual-track options.
• Both parties to confirm owners for each milestone and schedule the kickoff for execution activities.
• Agree on a single-sentence current state that will guide all modeling and narrative.
• Define 2–4 consequence metrics to quantify cost of delay or suboptimal outcome.
• Obtain a validated data checklist and committed delivery dates from the client.
• Client to deliver standardized data package (LTM/NTM P&L, balance sheet, cap table, KPIs) by agreed date.
• Bank to prepare baseline valuation model using provided data and the agreed assumptions.
• Bank to circulate the agreed one-sentence current state and consequence metrics as the meeting record.
• Recap Current State & Consequence
• Confirm the baseline valuation and the key drivers that move value materially.
• Quantify the financial cost of delay and the value at risk by scenario.
• Obtain client validation of assumptions or direction on immediate_changes to the model.
• Bank to deliver the baseline model file with toggles for sensitivities and a short memo on key drivers.
• Client to confirm or correct the primary financial assumptions in the model within 48 hours.
• One-Sentence Current State
• Scenario A — Strategic Sale
• Buyer Mapping by Scenario
• Baseline Valuation Walkthrough
• Present Recommended Path(s) & Rationale
• Sensitivity Analysis
• Acceptance Criteria and Walk-Away Thresholds
• Scenario B — Secondary Buyout
• Consequence Framing
• Comparable Transactions & Market Evidence
• Timeline, Key Milestones & Decision Gates
• Scenario C — IPO
• Cost-of-Delay & Execution Risk Quantification
• Outreach & Marketing Cadence
• Data & Assumptions Checklist
• Scenario D — Dividend Recap / Partial Liquidity
• Timeline & Pre-work Deadlines
• Probability & Execution Plan
• Validation Check
• Governance, Roles & Next Immediate Steps
• Cross-Scenario Comparison & Trade-off Matrix
• Validation & Forced-Choice

• Prepare Confidential Information Memorandum
• Create Management Presentation (Investor Deck)
• Build Detailed Financial Model and Projections
• Run Market and Valuation Analysis
• Execute Buyer Outreach Campaign
• Set Up Virtual Data Room and Upload Materials
• Host Management Presentations and Buyer Q&A
• Manage Bid Solicitation and Analysis
• Conduct Competitive Auction Process
• Negotiate Key Deal Terms and Purchase Agreement
• Draft IPO Prospectus and Roadshow Materials
• Execute Investor Roadshow Presentations
• Secure Debt Financing and Syndication
• Implement Dividend Recapitalization Transaction
• Manage Closing, Escrow, and Settlement

Prepare Confidential Information Memorandum

• What level of CIM do you want produced? Options: Full CIM (detailed), Short CIM + Appendix, Teaser only, No CIM required
• Which buyer audiences should the CIM target? Options: Strategic acquirers, Financial sponsors (PE), Family offices, Debt providers/recap parties
• Do you have existing materials (investor decks, board packs, models) that can be used as source content for the CIM? Options: Yes, No
• Are there any confidentiality or regulatory constraints we must reflect in the CIM (e.g., embargo dates, sensitive jurisdictions)?
• What is your target delivery timeline for the initial CIM draft? Options: <2 weeks, 2-3 weeks, 3-4 weeks, >4 weeks

Create Management Presentation (Investor Deck)

• Should the investor deck be tailored to different buyer types (e.g., strategics vs sponsors)? Options: Yes, multiple tailored decks, Single standardized deck, Only teaser-level deck
• How many management presenters will participate and which functions should be included (CEO, CFO, CSO, others)?
• Do you require rehearsal sessions and Q&A coaching for management? Options: Yes, full rehearsals, High-level prep only, No rehearsals required
• What depth of financial detail should the deck include (high-level metrics, detailed KPIs, unit economics)? Options: High-level metrics only, Detailed KPIs and unit economics, Full financial walkthrough
• Are there firm branding or compliance requirements to apply to the deck? Options: Yes, No

Build Detailed Financial Model and Projections

• Do you want us to build a new model or update the sponsor/company's existing model? Options: Build new model, Update existing model, Both (build and validate)
• What forecast horizon and granularity do you require (years, quarters)? Options: 3 years (annual), 3 years (quarterly), 5 years (annual), 5 years (quarterly)
• Which scenarios should be included (base, upside, downside, trade-off cases)? Options: Base only, Base + Upside, Base + Upside + Downside, Custom scenarios
• Should the model include detailed working capital, capex schedule, and debt schedules? Options: Yes, full detail, Partial (high-level), No, summary only
• Are there specific KPI definitions or reporting formats the buyer or board expects?

Run Market and Valuation Analysis

• Which valuation approaches are priorities (comps, precedent transactions, DCF, IPO comps)? Options: Comps, Precedent transactions, DCF, IPO comps, All of the above
• Do you have preferred peer companies or transaction precedents to include? Options: Yes - provide list, No - please propose
• Should we produce sensitivity tables and multiple target valuation ranges? Options: Yes, full sensitivity, Limited sensitivity, No sensitivity required
• Is public market / IPO comparables analysis required as part of dual-track readiness? Options: Yes, No, Undecided
• What is the required delivery format for valuation outputs (slide deck, Excel workbook, executive memo)? Options: Slide deck, Excel workbook, Executive memo, All of the above

Execute Buyer Outreach Campaign

• What size and composition of buyer universe do you want targeted (number and type)? Options: Small (10-25), Medium (26-60), Large (60+), Targeted list only
• Do you require a prioritized target list (tier 1, tier 2, tier 3) and rationale? Options: Yes, No
• Should outreach be managed confidentially with one-to-one contact, or include a broader market announcement/teaser distribution? Options: One-to-one confidential outreach, Broader teaser distribution, Combination
• Will NDAs be required before sharing materials, and who will approve incoming NDAs? Options: Yes - NDA required, No NDA required initially, NDA required for CIM only
• What cadence and reporting do you expect for outreach (weekly activity reports, call logs, buyer feedback summaries)? Options: Weekly reports, Bi-weekly, Ad-hoc updates, Daily during live rounds

Set Up Virtual Data Room and Upload Materials

• Do you have a preferred VDR provider or should we recommend one? Options: Client preferred - provide vendor, Recommend provider, No preference
• What access roles and permission levels are required (view-only, download, watermarking, time-limited access)? Options: View-only, Download allowed, Watermarked downloads, Time-limited access
• Approximately how many documents/pages do you expect to upload at launch? Options: <500 pages, 500-2,000 pages, 2,000-10,000 pages, >10,000 pages
• Are there regulatory or IP-sensitive documents that require special handling or redaction? Options: Yes, No, Unsure - need review
• What is your target VDR go-live date relative to CIM distribution? Options: Same day as CIM, 1-3 days after CIM, 1 week after CIM, Other

Host Management Presentations and Buyer Q&A

• Do you prefer in-person, virtual, or hybrid management presentations? Options: In-person, Virtual, Hybrid
• How many presentation sessions should we schedule per buyer (single session, multiple follow-ups)? Options: Single session, Follow-up allowed as needed, Structured multi-session process
• What is the maximum number of external attendees per session we should allow? Options: 1-3, 4-8, 9+
• Do you want buyer Q&A logged and tracked centrally for follow-up responses? Options: Yes, centralized Q&A log, No, ad-hoc responses, Only for selected buyers
• Should management pre-reads be distributed and how far in advance? Options: 24 hours, 48 hours, 1 week, No pre-read

Manage Bid Solicitation and Analysis

• Will bids be solicited in a formal written format (indication of interest / final bid) and what formality is required? Options: Formal IO / Indication of Interest, Non-binding LOI only, Final binding offers requested
• What are the mandatory submission elements (price, financing certainty, conditions, timelines)?
• Do you want a standardized bid template to facilitate apples-to-apples comparisons? Options: Yes, No, Suggest we provide template
• What evaluation criteria will be prioritized (price, certainty, closing speed, reputational fit)? Options: Price, Certainty of close, Timing, Strategic fit
• How frequently should bid analysis reports be provided during live rounds? Options: After each round, Daily during live rounds, Weekly summaries

Conduct Competitive Auction Process

• Do you prefer a one-stage sealed-bid auction or a multi-stage auction with shortlists and final rounds? Options: One-stage sealed-bid, Multi-stage with shortlist, Hybrid approach
• What level of transparency should buyers have about competing interest? Options: Full transparency, Limited (high-level), Anonymous indications only
• Will there be explicit timing gates and what are the desired timelines between rounds? Options: Tight (days), Moderate (1-2 weeks), Flexible
• Should we run a parallel process for potential IPO interest while auctioning? Options: Yes, dual-track, No, sale-only, Undecided
• Are reserve pricing or minimum acceptable terms defined and should they be communicated to bidders? Options: Yes, defined and internal only, Yes, defined and partially communicated, No reserve defined

Negotiate Key Deal Terms and Purchase Agreement

• Which economic terms are non-negotiable or top priority (price, rollover equity, escrow)?
• Which non-economic terms are critical (employee retention, seller reps & warranties, post-close covenants)?
• Will you require the bank to lead negotiation meetings with legal counsel present? Options: Yes - lead negotiations, No - advisory only, Support but not lead
• Are there preferred or pre-approved external counsel teams for drafting the purchase agreement? Options: Yes - list provided, No - please recommend
• Do you anticipate complex cross-border, tax, or regulatory issues that will affect negotiation scope? Options: Yes, No, Unsure - need review

Draft IPO Prospectus and Roadshow Materials

• Is an IPO being actively pursued or should prospectus drafting remain preparatory for dual-track? Options: Active IPO path, Preparatory (dual-track), Not pursuing IPO
• Which listing venue / exchange and jurisdiction are targeted? Options: NYSE/Nasdaq (US), LSE/Europe, Asia (HK/SG), Other
• Who will be the lead underwriter(s) and will they own prospectus drafting coordination? Options: Client provided underwriter, We should recommend underwriters, Undecided
• What timeline do you expect from prospectus drafting to filing? Options: 4-6 weeks, 6-10 weeks, >10 weeks
• Are there corporate governance or disclosure items that require special counsel or accounting support? Options: Yes, No, Unsure - need assessment

Execute Investor Roadshow Presentations

• What roadshow format do you prefer (in-person, virtual, hybrid)? Options: In-person, Virtual, Hybrid
• Which investor types should be prioritized (institutional buy-side, retail, sovereign wealth, mutual funds)? Options: Institutional, Retail, Sovereign/Sover. wealth, Mutual funds/asset managers
• What is management availability window for roadshow dates?
• Do you require targeted investor lists, and should we coordinate pre- and post-meeting follow-ups? Options: Yes, targeted list and follow-up, Yes, targeted list only, No follow-up required
• Should investor feedback be captured in a standardized tracker and fed back into pricing and messaging? Options: Yes - standardized tracker, No - informal feedback only

• Engagement Letter
• Statement of Work (SOW)
• Fee Schedule & Success Fees
• Exclusivity / No-Shop Agreement
• Governance & Communication Protocol
• Key Milestones & Timeline
• Decision Gates & Dual-Track Switch Criteria
• Expense Reimbursement & Budget
• Data Room Access & Confidentiality Controls
• Regulatory & IPO Readiness Conditions
• Termination, Break Fees & Transition Rights
• Indemnification & Liability Limits
• Public Announcement & Media Protocol
• Signatory Authority & Board Approvals
• Dispute Resolution & Escalation Path

• Close Outcome Confirmation
• Proceeds Allocation & Fund Reporting
• Post‑Close Obligations & Transition Plan
• Lessons Learned & Deal Analytics Workshop
• Close Communications & LP Messaging

• Create analytics summary for inclusion in fund reporting and for use in future deal selection/execution.
• Register of Post‑Close Obligations
• All post‑close contractual obligations are documented, owners assigned and timelines established.
• Clear process for escrow/indemnity/earn‑out administration and dispute handling is agreed.
• Operational transition tasks are scheduled with primary contacts and communications owners.
• Populate a Post‑Close Obligations Tracker in the shared workspace with owners and due dates.
• Issue initial notification emails to counterparties (customers/suppliers/employees) per the communications plan.
• Draft escrow claim procedures and circulate to legal and treasury for confirmation.
• One‑Sentence Current State & Consequence
• Produce a prioritized list of lessons and proposed playbook updates tied to observed deal outcomes.
• Translate lessons into specific, assignable actions with owners and timelines.
• Opening & Objectives
• Draft the Lessons Learned memo with prioritized recommendations and circulate for stakeholder review.
• Update the team's Sell‑Side Playbook with at least three process changes (e.g., buyer targeting, documentation cadence).
• Prepare a one‑page analytics insert for the fund report showing entry vs exit metrics and key deal takeaways.
• Audience Map & Objectives
• All communication assets (press release, LP note, internal comms) are approved and scheduled for distribution.
• Clear owner and timeline for each communication channel and a rapid escalation path for issues.
• Ensure messaging aligns with legal/regulatory constraints and buyer coordination where required.
• Finalize and execute press release and LP notification according to agreed timeline and approval chain.
• Distribute CEO/management talking points and employee FAQ to internal stakeholders with guidance for Q&A.
• Log all communications in the Close Communications tracker and confirm recipients and delivery receipts.
• Mutual agreement that the transaction outcomes are reconciled to the pre‑agreed success signals.
• Formal sign‑off on final proceeds and identification of any outstanding close tasks.
• Clear owner and timeline for each remaining risk or deliverable.
• Prepare and circulate a signed Close Outcome Confirmation memo summarizing reconciled metrics and signatories.
• Finalize the proceeds ledger showing gross price, adjustments, fees, and net distributions.
• Create tracker for outstanding close items with owners, SLAs and escalation path.
• Distribution Waterfall Recap
• Confirm and document exact distribution amounts and timing for each LP and the fund entity.
• Agree a complete fund reporting package and delivery timetable for LPs and auditors.
• Assign owners for tax filings, payment execution and any reconciliation actions.
• Produce the finalized Distribution Schedule (per‑LP) and circulate for signatory approval.
• Draft the LP reporting packet (executive summary, waterfall reconciliation, deal appendix) for review.
• Engage tax counsel to confirm withholding calculations and required LP documentation.
• Draft Messaging Review
• Deal Data Review
• One‑Sentence Current State
• Fee & Expense Reconciliation
• Owner Assignment & SLAs
• Success Signals Reconciliation
• Timing & Embargo Plan
• Escrow & Indemnity Claims Process
• Root Cause & Gap Analysis
• Tax & Withholding Implications
• Proceeds Summary & Adjustments
• Reporting Package & Timeline
• Approval & Distribution Workflow
• Future State & Playbook Changes
• Operational Transition Checklist
• Crisis Q&A & Escalation
• Open Close Items & Risks
• Monitoring & Escalation Protocols
• Approval & Payment Process
• Action Register & Reporting Outputs
• Formal Sign‑Off & Next Steps