Time is the most valuable input.

Time is the most valuable input in almost any process. It works in your favor when you have enough of it. It compounds against you when you don’t.

Selling a business is one of these processes.

Here is the thing first-time sellers learn too late: the multiple is set in the year before the deal. Not during. By the time the buyer walks in the door, the range is largely fixed. The deal will only discover where in that range you land. The range itself was set, quietly, by the work you did, or did not do, in the months when nobody was watching.

This is counterintuitive. The natural assumption is that good negotiation drives outcomes. The reality is that preparation drives outcomes. Negotiation just discovers where you’ve already landed.

A year of quiet preparation. Here, roughly, is what it looks like.

Months 12 to 9. Financials.

Produce a clean, normalised trailing-twelve-month EBITDA. Strip personal expenses from the P&L. Document every legitimate add-back with supporting evidence. If your transaction is at the higher end of the range and your accounts are complex, consider an external quality of earnings review.

Buyers and their accountants will challenge each add-back. The ones you can defend are worth real multiples of themselves. The ones you can’t are worth zero. And they erode the credibility of the ones you can.

Aim for a number you’d be comfortable showing to a forensic reviewer.

Months 9 to 6. Contracts and concentration.

Audit customer contracts for concentration above 15%. Review supplier contracts, lease terms, IP ownership, related-party arrangements.

Anything that needs cleaning up is easier to clean up when there’s no buyer watching. Surface risk before a buyer does. A disclosed risk gets discounted once. A discovered one ends in an unwelcome price discount request, then used as leverage on every other point in the deal.

Months 6 to 3. People and structure.

You may be in a business where you have to address founder dependency. If the business can’t operate for 60 days without you, the multiple compresses meaningfully. The cure isn’t financial. It’s operational.

Hire a general manager. Formalise a deputy. Document the systems that live in your head.

Lock in tax structure decisions. Share sale or asset sale. Eligibility for the small business CGT concessions where the threshold tests are met. Timing of any pre-sale restructure. All of it. In writing. Before the first term sheet, not after.

Months 3 to 0. Data room and counsel.

Build the data room. Clean, complete, sensibly indexed. It shortens diligence by weeks and reduces the number of buyer questions that turn into price reductions.

Engage counsel that specialises in deals your size. Not larger firms billing hourly through junior associates. Counsel who have done dozens of deals in your bracket, who know the recurring traps, and who can quote you a fixed fee because they’ve priced this work before.

The counterintuitive part.

Most of the value created in a sale process is created before the process officially starts.

The owners who get the best results aren’t the ones who run the best transaction. They’re the ones who arrived at the transaction with the work already done.

None of this is dramatic. None of it requires consultants or transformation programs. Most of it is operational housekeeping that, done quietly across a year, can be the difference between a good exit and a great one.

Quiet preparation outperforms loud effort.