Case study
An owner-managed business running a full sale process, with vendor due diligence alongside it and management expected to roll equity into the new structure.
Nothing was wrong. That is the point worth making: a sale process does not fail because the business is not good enough — if it were not good enough, nobody would have knocked.
What goes wrong is capacity. Trading matters more during a process than at any other time, and the process itself demands the full attention of the CEO and two or three trusted lieutenants. Both jobs want one hundred per cent. A morning in a Q&A session with bidders’ advisers and an afternoon running a normal management meeting are not the same person’s day, and the sale process cannot show on your face when you are stood in front of your own team.
The data room, front-loaded. Every contract, policy, board pack, piece of IP documentation and HR file, pulled together, checked and uploaded in a structure a stranger can navigate without asking a hundred questions. The discipline that makes the difference is getting the static material — statutory documents, historic contracts, org charts — into the room before the shortlist is drawn. Once serious bidders are in, the pace changes: requests arrive faster and questions sharpen, and nobody wants to be hunting a five-year-old lease variation while fielding a call on working capital adjustments.
Reading the incentives. Advisers are good people doing a hard job, and they are paid on completion. Most of the time their instinct to keep the process moving is aligned with the shareholders’. Not always. A recommendation to take a slightly lower offer because the buyer “feels more certain to complete” might be right, or it might be the fee talking. Someone in the room needs to be asking, every time: is this advice about getting the deal done, or getting the best deal?
The CEO’s own position, settled early. Most deals in this bracket involve management rolling equity and staying on. What role you want afterwards, what the new owners expect and for how long, and what happens to rolled equity if things do not go to plan — these get decided badly inside a live process, when the pressure to keep momentum makes it easy to agree to terms about your own future you have not thought through.
The business kept trading through the process, the room was built before it was needed rather than during, and the shareholder had someone whose only job was to hold the numbers and the timetable — including on completion day, which is less a finish line than a handover. The day after you sell is day one for the new owner, and whatever was promised about trajectory during the process now needs delivering under new governance.
What this would cost as a Fraci brief — a worked example
2 days a week through preparation, rising to 4 days a week through the live process — around 104 days across nine months
£1,000–£1,300 a day
£104,000 – £135,200
A full-time CFO for the same period costs comfortably more once bonus, on-costs and a placement fee are in — and you carry the salary after completion. This is an example, not a quote. Rates vary by band, sector and urgency, and every engagement is scoped and priced before it starts.
Tell us the problem, the days and the timeframe. We will come back with people who have done it before.
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