11.2× exit multiple for a founder-led operator
Sell-side engagement for a regional clinic group. We rebuilt the unit economics view, defended the adjustments, and quarterbacked diligence end-to-end.
The challenge
- 11-clinic group with a clean P&L but messy adjustments and no buyer-ready QoE.
- Founder had walked away from a 7.4× LOI six months prior over diligence friction.
- Earnouts and rollover equity on the table, needed defensible numbers under pressure.
- Provider compensation model varied by clinic, no consolidated per-physician P&L existed.
- Two of eleven clinics were loss-making but politically important to the founder.
Our approach
Quality of earnings
Built a defensible $4.8M add-back schedule with supporting documentation for every line item.
Unit economics rebuild
Per-clinic, per-provider, per-service-line P&Ls, exposed two underpriced services worth $1.6M in margin.
Diligence quarterback
Single point of contact for buyer-side legal, financial, and operational teams. 142 diligence requests cleared with zero re-asks.
Negotiation support
Built scenario models for earnout structures; advised on rollover equity at close.
Context
An 11-clinic outpatient group operating across two states, founder-owned for 14 years. $9.1M LTM EBITDA on $58M revenue, but a previous sale process had collapsed at the LOI stage when buyer-side diligence cut adjusted EBITDA by 32%. The founder was 61, wanted partial liquidity with rollover equity, and had given himself one final attempt before walking away from a sale entirely.
Timeline
- Month 1
QoE & data prep
$4.8M add-back schedule built with line-item documentation. Provider and clinic P&Ls reconstructed.
- Month 2
CIM & teaser
Confidential information memorandum and one-page teaser tested with 4 friendly sponsors before broad outreach.
- Month 3
IOIs received
9 indications of interest at a median of 10.4× LTM EBITDA. Cut to 5 management meetings.
- Month 4
Final bids
3 LOIs at 10.8×, 11.0×, and 11.4×. Selected the 11.0× bid for governance terms and rollover structure.
- Month 5
Diligence
142 buyer requests cleared in 38 business days. Zero re-asks on financial workstream.
- Month 6
Close
Closed at 11.2× LTM EBITDA. 97% of headline price held through diligence.
Before · After
Outcomes
- Closed at 11.2× LTM EBITDA, 51% above the prior LOI.
- 97% of the headline price held through diligence and close.
- Rollover equity structured to vest with operational milestones the founder controls.
- Earnout language indexed to clinic-level EBITDA, not consolidated, protecting the founder from buyer-driven cost reallocation.
- Two underperforming clinics retained under a separate management contract, preserving the founder's legacy commitments.
What we learned
- 01
A defensible QoE is the single biggest lever on exit multiple, most founders underinvest in it.
- 02
Earnouts kill founders when the metric isn't in their control. Negotiate the metric, not just the number.
- 03
Buyers respect sellers who can answer diligence questions in 24 hours. Speed is a price signal.
"The first process broke me. CapMaven made the second one feel like a craft. The buyer respected our numbers because they were respectable."
Engagement stack
Frequently asked
Did you replace the investment banker on this deal?+
We worked alongside the banker. They ran the auction; we owned the financial workstream, QoE, and diligence response. The founder paid a reduced success fee as a result.
How long does a sell-side process like this typically take?+
Four to nine months from kickoff to close for a founder-owned business. The variance comes from data readiness, clean financials compress the timeline by 30–40%.
What is the right time to start preparing for an exit?+
Eighteen months ahead, minimum. The window between deciding to sell and being able to sell well is longer than most founders expect.
Your case starts here.
Two weeks. Three scenarios. One honest read on your numbers.
The CFO Diagnostic gives you the same artifact every case above started with, a cash model, a unit-economics teardown, and a capital-readiness scorecard.
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