The Sale Readiness Index

Twenty-one questions on how your business would hold up if you sold it.

When a business goes to market, the price agreed at the letter of intent is not usually the price paid. It moves during diligence, and it almost always moves down. What moves it is not the quality of the business. It is the gaps a buyer finds in how the business is documented, and those gaps are measurable long before a process starts.

This walks the seven areas buyers examine. You answer, you see how a buyer or their accountant reads that answer, and at the end you get a score, the two areas where the highest-leverage work sits, and what closing them involves.

You do not need to have sold a business before. If a term is unfamiliar, the tool explains it as you go.

It is not anonymous. Your responses are handled under our Privacy Policy. If the read surfaces something worth a conversation, someone from TEOL may follow up. If you choose not to engage, you may receive occasional insights from TEOL. Every message includes a one-click unsubscribe.

Fifteen to twenty minutes. You can go back at any point.

Before you begin

Questions this diagnostic answers

Why does the price drop between the letter of intent and closing?

Because the letter of intent is agreed on your numbers and the closing price is agreed on what diligence found. Most of the movement traces to gaps in how the business is documented rather than problems with the business, and those gaps are measurable long before a process starts.

How long before selling should I start preparing?

Most of the useful work takes six to eighteen months depending on where you start. The things that take longest are getting a clean run of monthly reporting, reducing what depends on you personally, and documenting contracts, so starting late limits what you can fix.

What is a data room and what goes in it?

It is the organised set of documents a buyer works through: financial statements, management accounts, contracts, employment records, leases, insurance, litigation history and corporate records. The test is not whether you have them but whether someone else could find them without you.

What is an earn-out and should I accept one?

An earn-out is part of the price paid later, and only if the business hits agreed targets after the sale. Buyers propose them when they are uncertain about something they could not resolve in diligence. The better your documentation, the less uncertainty there is to price, and the smaller the earn-out tends to be.

Why does a buyer rebuild my profit figure?

Because they are paying a multiple of it. A buyer's accountant reconstructs earnings from source records to test whether your reported figure is what the business actually produces. If your adjustments are documented, the exercise tends to confirm your number. If they are not, it tends to rebuild it on their assumptions.

Will my customers stay if I leave the business?

That is exactly what a buyer is trying to work out. If your largest customers deal with you personally rather than with someone at the business, a buyer prices the risk that they leave when you do. Introducing a second relationship holder well before a process is one of the cheapest things you can do.

Should I get my own quality of earnings review before going to market?

It is worth considering if you expect scrutiny. Commissioning your own means you find the adjustments first and decide how to present them, rather than seeing them for the first time in a buyer's report during negotiation.

What you will be asked

A few of the questions and inputs you will see. Your answers and results stay in the diagnostic.

  • If a buyer rebuilt your profit figure from scratch, how close would they land to yours?
  • How long after month end are your numbers final?
  • How far ahead can you see your cash position?
  • If you left, would your key customers and suppliers stay with the business?
  • Is it clear on paper who owns your brand, software and other intellectual property?
  • Can you show where your growth came from and why it continues?

How to use the Sale Readiness Index

Use the Sale Readiness Index to make a directional read of your business. This is not a lender quote, valuation opinion or commissioned diligence report.

  1. 01

    Enter your information

    Provide your details and work through 21 questions across seven areas. Allow about 20 minutes; your pace may vary.

  2. 02

    Consider each response

    Choose the answer that describes your current position. The commentary explains how a buyer could read your answers in the section summaries and final read.

  3. 03

    Review the result

    Read readiness scores. The output is indicative, not a formal quote or verified diligence opinion.

  4. 04

    Plan the next steps

    Review the recommended actions where gaps qualify. If no areas need remediation, maintain the evidence and revisit the read when your circumstances change.

Plain-language finance glossary
EBITDA
Earnings before interest, tax, depreciation and amortisation. A rough measure of operating profit, used because it strips out financing and accounting choices that vary between businesses.
Add-backs
Costs taken back out of profit because they are personal, one-off, or would not continue under new ownership. A buyer will accept some and challenge others.
Quality of Earnings (QofE)
An examination a buyer or seller commissions that rebuilds a business's profit figure from source records, to test whether the reported number is defensible.
Normalising
Adjusting a figure to what it would be in a normal year, by removing one-offs and unusual events.
Trailing twelve months (TTM)
The most recent twelve months of trading, used instead of a financial year so the figures are current.
Run-rate
What the business would earn over a full year at its current level of trading, rather than what it earned historically.
Working capital
The cash tied up in running the business day to day: money owed by customers, plus stock, less money owed to suppliers.
Working capital peg
The normal level of working capital a sale price assumes comes with the business. If actual working capital at closing is below the peg, the price is reduced.
DSO
Days sales outstanding. How long customers take to pay you, on average.
DPO
Days payable outstanding. How long you take to pay suppliers, on average.
DIO
Days inventory outstanding. How long stock sits before it sells, on average.
Letter of intent (LOI)
The agreed outline of a deal, signed before detailed diligence begins. Usually not binding on price.
Data room
The organised set of documents a buyer works through during diligence.
Earn-out
Part of the purchase price paid later, and only if the business hits agreed targets after the sale.
Escrow
Part of the purchase price held back for a period after closing, in case something surfaces.
Covenant
A condition a lender attaches to a loan, such as keeping debt below a set multiple of profit. Breaching one gives the lender rights.
Covenant headroom
How much room you have before you breach a loan condition.
Leverage
Your debt measured as a multiple of profit.
Coverage
Whether profit comfortably covers your loan payments and other fixed commitments.
Fixed charge coverage ratio (FCCR)
Profit divided by everything you are committed to paying: loan payments, leases and similar. Lenders typically want this comfortably above 1.
Collateral
Assets a lender can take if the loan is not repaid.
Lien
A claim someone already has over an asset, which affects what a new lender can lend against it.
Advance rate
How much a lender will lend against an asset's value.
Equity cure
A written right for the owners to put money in and fix a breached loan condition.
Basis points
Hundredths of a percent. 100 basis points is 1%.
Intercompany balances
Money owed between entities you own.
Related-party transaction
A deal between the business and its owners, their family, or another company they own.
Independent sponsor
An acquirer who finds a deal first and raises the money for it afterwards, rather than holding a committed fund.
Enterprise value
The value of the business itself, before subtracting debt and adding cash. Not what the seller receives.

What to look at next

Choose the next question you want to examine:

Methodology

How This Diagnostic Works

The Sale Readiness Index applies a seven-dimension framework measuring pre-transaction readiness across the dimensions acquirers examine in middle-market sale processes.

The Seven Dimensions Examined

Financial Readiness measures EBITDA defensibility through quality of earnings examination, anchored to the Financial Truth Ladder.

Reporting and Information Readiness measures the institutional quality of management reporting infrastructure supporting buyer diligence, anchored to the Reporting Under Scrutiny Model.

Working Capital and Cash Readiness measures the documentation supporting working capital peg negotiation and the maturity of forward cash visibility.

Operator Concentration Readiness measures founder dependency across the six axes of the Founder Dependency Index and the documented evidence of distributed institutional discipline.

Structural Readiness measures entity structure integrity, contract transferability, intellectual property ownership, and intercompany discipline.

Commercial Readiness measures documented revenue durability including customer concentration analysis, cohort retention, contract structure, and growth durability evidence.

Process Readiness measures the institutional capacity to run a sale process including data room quality, advisor coordination, narrative coherence, and management presentation defensibility.

Scoring Methodology

Each dimension scored 0 to 100 based on responses to three questions per dimension (21 questions total). Composite score maps to band placement: Not Yet Process-Ready (0–25), Conditionally Ready (26–50), Process-Ready (51–75), Institutionally Process-Ready (76–100).

What the Output Reveals

The composite and dimension scores identify where your preparation may be challenged in diligence. No score can predict the price a buyer will offer or how it will change after a letter of intent. Where a gap qualifies, the read provides specific steps to work on it.

The read is based on your self-reported answers. Have your advisers test the supporting records before beginning a sale process.

Sector multiples, adjustment ranges and stress factors in this tool are TEOL's illustrative calibrations, based on general market observation and TEOL's frameworks. They are not drawn from a single dataset and do not predict any specific outcome.