Exit Readiness Masterclass · Emanda
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Exit Readiness Masterclass
Exit Readiness

Would you buy
your own company?

A masterclass in exit readiness for founders and their teams.

Pete Gatt · Emanda

For Tractor Ventures & Black Nova portfolio · 16 April 2026 01 / 22
Exit Readiness Masterclass
The question

A question for you.

"If a credible buyer walked in tomorrow...
what's the one thing I'd wish I'd fixed six months ago?"

Write your answer down now. We'll come back to it at the end.

Pete Gatt · Emanda02 / 22
Part One
Part One

Why now.

Even if the exit is years away... the prep isn't.

Pete Gatt · Emanda03 / 22
Part One · Why now
01 · Fund clock

Start with the end in mind.

Your fund has a clock. Yours started a while ago.

The bit nobody says out loud

Your investors have a fund clock.

Most VC funds run 10 years. Portfolio companies are expected to exit in years 5 to 8. If you're mid-fund... the clock has started. Even if no one's said it.

Why that's actually good news

Thinking about exit now — even if it's 3, 5, 7 years away — forces you to:

  • Get the structures right.
  • Sharpen your focus.
  • Actually learn your own business.

A business that's always ready to be sold is a healthy business. Whether you sell it or not.

Source: AVCAL Australian Private Equity & Venture Capital Yearbook 2024.
Pete Gatt · Emanda04 / 22
Part One · Why now
02 · Founder questions

The two questions I get every time.

Same two questions. Every room. Every roundtable. Here's what I tell them.

01
When should I start thinking about exit?

Yesterday. But really... the day you started. Start with the end in mind and you build a healthier business. Exit or no exit.

02
What makes buyers value me higher?

Not your revenue. Not your industry. How independent the business is from you, how predictable the cash flow is, and how few surprises are left in the numbers.

Pete Gatt · Emanda05 / 22
Part Two
Part Two

What buyers
actually buy.

Most of what you've been told is out of date.

Pete Gatt · Emanda06 / 22
Part Two · What buyers buy
03 · The shift

The 7× revenue era is over.

Cash flow wins now. The dream doesn't pay anymore.

2019 to 2021

Buy the dream.

  • SaaS deals on revenue multiples... 5 to 10 times.
  • Growth priced higher than profit.
  • Narrative beat numbers.
  • Cheap money forgave a lot of mess.
2023 to 2026

Buy the cash flow.

  • Free cash flow and gross margin set the price.
  • Rule of 40 beats pure growth.
  • Quality of earnings goes line by line.
  • Story still matters... but numbers gate the room.
Sources: Pitcher Partners Dealmakers FY24; SaaS Capital Index 2024; AFR "The end of the revenue-multiple era", Aug 2023.
Pete Gatt · Emanda07 / 22
Part Two · What buyers buy
04 · Proof

Two Aussie deals. Two markets. Same lesson.

Quality of earnings beats narrative. Always.

Aconex to Oracle, 2017
A$1.6B
≈ 8.5× revenue

Peers were trading at 2 to 4 times. The difference... sticky subscriptions, network effects, global footprint, ASX-audited numbers.

Nearmap to Thoma Bravo, 2023
A$1.06B
≈ 6.6× FY23 ARR

Premium price in a year SaaS multiples globally collapsed 30 to 50%. Proprietary aerial library. High retention. Diversified customers.

Sources: Oracle press release 18 Dec 2017; ASX ACX filings 2017; Nearmap Scheme Booklet May 2023; AFR coverage Mar to Jun 2023.
Pete Gatt · Emanda08 / 22
Part Two · What buyers buy
05 · Buyer archetypes

Three buyers. Three motivations. Three offers.

Know who's in the room. They're not all buying the same thing.

01
Trade sale

A competitor, supplier, or customer.

They pay for synergy. What your business unlocks in theirs. Often the highest multiple if the strategic fit is real. Expect cost cuts after the deal.

02
Roll-up

A platform consolidating a fragmented sector.

They pay for metrics that slot into their model. Sometimes for unique tech or an unfair customer angle. More formula. Less story.

03
Financial aggregator

Private equity or a holding company.

They pay for cash flow. Targeting ~17.5% returns p.a., 5+ year holds. They want healthy, boring, cash-generating businesses.

Source: Pete Gatt; patterns from 100+ Australian mid-market advisory engagements.
Pete Gatt · Emanda09 / 22
Part Two · What buyers buy
06 · The upside lever

Every buyer is really buying one thing.

Upside. What they can do with your business that you can't... or won't.

"I'll pay you 5× profit... and pay it back in two."

How a buyer actually thinks. Said out loud.

Synergy

Fold your marketing or ops into theirs. Costs gone.

Scale

Run your product through their 10× larger customer base.

Sophistication

Fix pricing, sales motion, GTM you've been tolerating.

Strategic block

Stopping a competitor from buying you. Sometimes worth more than the cash flow.

Pete Gatt · Emanda10 / 22
Part Three
Part Three

The #1 driver
of your multiple.

Founder independence. Everything else is a rounding error.

Pete Gatt · Emanda11 / 22
Part Three · Founder independence
07 · The buyer's test

"What do you do all day?"

First question a serious buyer asks. They're watching your face for the answer.

Red flag answer

"I work 12-hour days. I'm on everything."

What the buyer hears:

  • The business depends on me.
  • I haven't built systems.
  • I haven't delegated.
  • If they leave... the cash flow leaves.
Premium answer

"I'm an accelerator. I lean into one part of the business with a team. Then I lean back out. Three big initiatives at a time. The rest runs itself."

What the buyer hears:

  • Systems run, not heroes.
  • Management layer exists.
  • The cash flow transfers.
Pete Gatt · Emanda12 / 22
Part Three · Founder independence
08 · Diagnostic

Pretend you're going to franchise your business.

Sharpest diagnostic I know. Every gap reveals itself.

Could someone else run this? Not a clone of you. A stranger. With a manual.

Ask yourself
  • Is there a repeatable lead engine... or do leads come through you?
  • Is there a documented sales process... or do you close the deals?
  • Is onboarding a playbook... or a series of your phone calls?
Ask yourself
  • Does the tech run without one key engineer?
  • Do the numbers close monthly without your chase?
  • Is the brand a system... or your personal reputation?
Pete Gatt · Emanda13 / 22
Part Four
Part Four

The self-audit.

Answer one question honestly... most of the work reveals itself.

Pete Gatt · Emanda14 / 22
Part Four · The self-audit
09 · Exercise

If you walked in to buy your own company today...

What would you like about yourself as the owner? What would you not?

What would you like?
  • Strong, defensible product or service.
  • Loyal customers who stick around.
  • A team that runs without heroics.
  • Clean, timely numbers.
  • A clear path to growth the buyer can accelerate.
What would you not?
  • The business barely makes profit outside my salary.
  • One customer is 60% of revenue.
  • I'm still the main salesperson, engineer, account manager.
  • My numbers are "mostly right"... not clean.
  • Key people have no reason to stay after I leave.
Pete Gatt · Emanda15 / 22
Part Four · The self-audit
10 · Patterns

What founders actually find.

Two patterns show up in about 80% of self-audits.

Profit-outside-salary

Subtract a market wage for what you actually do. Now look at the P&L. The "profit" is you working for less than you're worth.

Fix: build a real ops layer, benchmark your role, rebuild the P&L as if you were replaced tomorrow.

Customer concentration

One customer at 30%+. Three customers at 60%+. Buyers see risk instantly. You see "our biggest relationship".

Fix: you don't have to solve it before you sell. You have to be visibly working on it. Pipeline. Diversification. Multi-year contracts.

Pete Gatt · Emanda16 / 22
Part Four · The self-audit
11 · Don't forget

Two things founders almost always forget.

Neither is optional. Both are cheap to fix early.

01
Staff retention & criticality

Buyers need your people to stay.

  • Who's business-critical... and why?
  • What's their reason to stay through and after the deal?
  • Retention bonuses, equity, contracts... in place?
  • SOPs documented for every critical role?
02
Financial literacy

Know your numbers yourself.

  • Read your P&L. Line by line. Without the accountant.
  • Understand every item on your balance sheet.
  • Know your add-backs, your revenue recognition, your debtors.
  • Stop living off quarterly reports. Run the books monthly.
Pete Gatt · Emanda17 / 22
Part Five
Part Five

The 24-hour challenge.

The drill an exit-ready founder can pass. Most can't.

Pete Gatt · Emanda18 / 22
Part Five · The 24-hour challenge
12 · The drill

A credible buyer taps your shoulder. You have 24 hours.

Not one week. 24 hours. The tech exists. The expectation has moved.

Can you produce... in 24 hours:
  • Latest balance sheet.
  • Adjusted P&L. Revenue recognition clean. Add-backs documented.
  • Debtors aged. Clarified.
  • Employee list... salaries, roles, current market rate for each.
  • Market analysis... size, segments, your share.
  • Top customer concentration and retention data.
  • Cap table and anything convertible.
If you can...

The conversation's live.

You've bought yourself the right to negotiate. A second buyer can be invited before the first cools. That's where price tension comes from.

If you can't...

The conversation is dead.

Pete Gatt · Emanda19 / 22
Now... what's your answer?
The question, again

Ask yourself this every Monday.

"If a credible buyer walked in tomorrow...
what's the one thing I'd wish I'd fixed six months ago?"

Same as before? Or has it changed?

Pete Gatt · Emanda20 / 22
Connect with Pete
Stay in touch

Keep the conversation going.

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Questions
Q & A

Q&A.

Bring your hardest one.

Pete Gatt · Emanda22 / 22