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What changes when you stop building and start preparing
Thesis. Founders who begin preparing for sale twenty-four months out achieve structurally better outcomes than those who engage at the last minute, because value is built before a process begins, not during it.
There is a founder I worked with not long ago. Her software business was generating $22 million in ARR, growing at 18 percent annually, with a product her customers genuinely loved. On every metric that founders track, she was winning. When she eventually ran a sale process, she received offers , but not the offers she expected. The gap between what she believed her business was worth and what buyers were prepared to pay was not a negotiation. It was a structural discount, applied quietly and systematically, to a set of risks she had never been told to think about. The most painful part of that story is not the gap. It is the timing. Two years earlier, every one of those discounts was removable.
At 24 months, you can still change the multiple.
This is the pattern I observe consistently across founder-led software transactions: the gap in exit outcome between founders who began preparing 24 months before a sale and those who engaged an advisor with six months to go. The difference shows up in four places: price, deal structure, diligence duration, and the risk of a retrade when buyers discover late what they were not shown early. The 24-month window is not about rushing toward a sale. It is about doing the work that makes the sale yours to control rather than theirs to discount.
The value levers that move multiples are not the ones most founders spend their time on. Revenue retention quality, gross margin narrative, customer concentration, pricing power evidence, IP and contract posture, leadership independence, data integrity; these are the dimensions that sophisticated acquirers underwrite before they make an offer. At 24 months, those levers are available. A business with concentrated revenue, services dependency, and undocumented IP looks very different to a cross-border strategic buyer than one that has spent two years systematically removing those risks. The former attracts a conditional offer with structural protection. The latter attracts a clean offer at a premium.
Cross-border buyers from North America and Asia apply diligence frameworks that are more rigorous and more systematic than most Australian founders anticipate. They are not buying your last three years. They are buying a version of your next five, and they will discount anything that makes that version uncertain.
The work of the 24-month window is different from the work of building a great software company. Both matter. But they require different capabilities, different perspectives, and different questions. Over the next four weeks, I will lay out the specific levers, the silent haircuts, and the gap between the deal a founder thinks they are selling and the deal a buyer thinks they are buying. If you are considering a transaction in the next two to four years, the next four posts are worth your time.
Most founders think about exit preparation the way they think about a to-do list. Items on it. Work through them. Each one is independent of the others.
That mental model is wrong, and the mistake is expensive.
The levers that determine exit valuation are connected, and the connections run in one direction: forward. Each lever you address early creates the conditions under which the next becomes credible.
Consider how this plays out. A founder who begins reducing customer concentration twenty-four months out is not simply solving a concentration problem. She is generating the retention history that makes her revenue quality story verifiable. That verifiable retention story is what makes her gross margin narrative defensible. Clean margins, in turn, make pricing power evidence credible , because a buyer examining a business with diversified, documented revenue is examining a fundamentally different asset.
Founders who engage late do not simply have less time. They arrive at every buyer conversation carrying the unresolved weight of every lever they did not address first.
The founders who achieve the best outcomes are not always the ones with the best businesses. They are the ones who understood earliest that preparation is a sequence , not a sprint you run before the process begins.
Issue 02
ARR tells a buyer what you earn. These levers determine what they will pay.
Read →Issue 03
The value reductions buyers apply before the founder knows they are being priced.
Read →Issue 04
Why buyers pay more for what they can trust, transfer, and underwrite.
Read →Cube Capital provides M&A advisory services to wholesale clients only. This website does not constitute financial product advice. Advisory services are provided in accordance with applicable Australian financial services law.