The Value I Bring — Enterprise Value Delta, Not Hours

Last updated: 28 January 2026

Short version: I build systems that turn an owner-operated business into a verifiable, transferable, financeable asset. The output is not “work performed”. The output is enterprise value delta: a higher defendable valuation and cleaner terms that hold under buyer diligence.

Core idea: In private M&A, the multiple is a trust premium. Trust is created by proof quality, transferability, and deal-mechanics clarity. When uncertainty drops, the buyer discounts less and pays more up-front.

Want This Outcome? Start With Exit-Readiness Audit

The Exit-Readiness Audit is the first step. It produces a defendable valuation range, buyer-grade evidence pack plan, owner dependency score + transfer plan, deal-mechanics exposures, and a practical 100-day Grow to Exit roadmap.

Apply Now →

Confidential. Scoped to outcomes. You receive a fixed-scope proposal after application.

Table of Contents

1) What I Actually Build (and what I do not)

I build a system to force a specific financial outcome: maximise enterprise value and reduce the “terms tax” that traps founders post-sale.

  • I build: a buyer-grade proof system (earnings that can be verified), a transfer system (the business runs without you), and deal-mechanics clarity (fewer end-stage surprises).
  • I do not build: a valuation “story” designed to impress. Buyers pay for what they can verify under diligence.
  • I do not promise: a specific multiple or price. I build the conditions that make higher outcomes rational for buyers.
Reality check: Most founders lose money in the last 10% of the sale process. Not because the business is bad, but because it is not provable and not transferable. Buyers protect themselves with price chips, earnouts, holdbacks, and harsher legal terms.

2) The Enterprise Value Equation (buyer logic)

Buyers do not pay for effort. They pay for cash flow they can trust and keep after the owner leaves.

  • Enterprise Value (EV) ≈ accepted earnings base × risk-adjusted multiple
  • Cash at close ≈ EV × cash percentage − adjustments (e.g., working capital, debt-like items)
  • Terms tax ≈ the value pushed into structure (earnout/holdback/escrow) because the buyer cannot price risk cleanly
Translation: You can “win” on price and still lose on freedom. A deal that looks large on paper can trap you in a 2–3 year earnout if the business is founder-dependent or unprovable.

3) The 3 Levers That Move Value

3.1 Earnings base (what buyers accept)

Founders often talk about “profit”. Buyers ask: what earnings are provable and sustainable post-close?

  • Normalisation: separate recurring operations from one-offs, discretionary spend, and transitional costs.
  • Evidence: every adjustment needs documents and a short defence that survives diligence.
  • Truth metric: SDE vs EBITDA depends on business size and operating model, but the mechanism is the same: make earnings buyer-grade.

3.2 Multiple (the valuation cap)

In owner-operated businesses, the “cap” is usually not market demand. It is transfer risk and proof risk.

  • Founder-dependent risk: the business works because you are the system. Buyers discount that heavily.
  • Evidence risk: numbers cannot be tied out cleanly, contracts are missing, reporting is inconsistent. Buyers discount that too.
  • When proof quality and transferability improve, the buyer can rationally pay a higher multiple.

3.3 Terms (cash vs earnout)

Earnouts and holdbacks are not “evil”. They are a pricing tool when the buyer cannot verify earnings or fears post-close drop.

  • High uncertainty → buyer pushes value into earnouts/holdbacks, demands wider indemnities, tighter covenants.
  • Low uncertainty → buyer can pay more up-front (often still with a modest escrow for claims).
  • The goal is not “perfect terms”. The goal is to remove preventable uncertainty that forces punitive structure.

4) Value Calculation Example (illustrative)

This example is deliberately simple to show mechanism. Numbers vary by industry, buyer type, financing conditions, and what can be proven.

Valuation cap
founder-dependent proof gaps
Deal terms
earnout risk cash at close
Math
EV delta freedom delta

Assumptions (for illustration)

  • Accepted earnings base: $200,000 (buyer-grade earnings once normalised and evidenced).
  • Current state: founder-dependent + weak proof pack → low multiple + heavier structure.
  • Target state: system-driven + buyer-grade proof → higher multiple + cleaner terms.

Current (founder-dependent risk)

  • Multiple cap (illustrative): 1.0×–2.0× on the accepted earnings base
  • Enterprise value range: $200,000–$400,000
  • Typical term outcome under uncertainty: meaningful value moved into earnout/holdback/conditions because the buyer cannot trust post-close continuity

Target (system-driven asset)

  • Multiple range (illustrative): 3.0×–6.0× when proof quality improves and transfer risk is reduced
  • Enterprise value range: $600,000–$1,200,000
  • Typical term shift under lower uncertainty: more paid at close, less value trapped in performance contingencies
The point: The economic prize is the valuation delta and the terms delta. You are not paying for “advice”. You are paying to convert a founder-dependent business into a buyer-grade asset that holds value under diligence.
Important: If the business cannot be made transferable or the earnings cannot be proven, the multiple does not move. That is exactly what the Exit-Readiness Audit tells you early, before you waste months in a failed process.

5) What “Architecture” Means in Real Life

“Systematised and decoupled from the founder” is not a slogan. It has concrete components buyers recognise and can verify:

  • Proof system: clean reporting cadence, reconciliations, and evidence standards for adjustments and claims.
  • Transfer system: roles, delegation, SOPs, QA, escalation paths, and independence tests.
  • Revenue reliability: clearer contracts/terms, pricing discipline, renewal/churn tracking (if applicable), reduced reliance on one person for sales.
  • Risk removal: reduced concentration, backup suppliers, key staff retention plan, compliance gaps closed.
  • Deal-mechanics readiness: working capital clarity, liabilities surfaced early, fewer “surprises” that become purchase price adjustments.

6) Proof Pack: What Buyers Need to See

The multiple is a trust premium. Trust is built by what buyers can verify quickly in a data room.

  • Add-back evidence log: each adjustment, its documents, and a two-sentence defence.
  • Valuation bridge: how we move from reported numbers to accepted buyer-grade earnings.
  • Owner dependency score (0–10): where the owner is embedded and the mitigation plan.
  • Customer concentration view: revenue by customer and contract fragility map.
  • Working capital narrative: what “normal” looks like operationally and what could adjust at close.
  • Deal-killer register: issues that can kill the deal or create punitive terms, with fix sequence.

7) How We Build It (process)

This is not vague consulting. It is a structured diagnostic sprint that produces buyer-grade outputs and a prioritised execution plan.

  1. Application + fit: objective, timing, buyer type, confidentiality boundaries.
  2. Scope + evidence standards: define what “proof” means for your business.
  3. Data room staging: minimum viable evidence first; expand only where it changes outcome.
  4. Reality interviews: map what only the owner does; where continuity breaks.
  5. Build: valuation bridge, evidence log, dependency score, risk map, deal-mechanics exposures.
  6. Deliver: defendable valuation range + 100-day Grow to Exit roadmap.

8) What You Must Prepare (inputs)

You do not need perfection. You need access and willingness to replace story with proof.

  • Financial: multi-year P&L and balance sheet (where available), trailing period, general ledger exports if possible.
  • Bank and tax artefacts (where available): bank statements, tax filings, VAT/GST, payroll filings.
  • Working capital schedules: AR/AP ageing, inventory reports, debt schedule, leases, fixed assets list.
  • Revenue detail: customer list with revenue by customer, top contracts/terms, pricing model, retention/churn indicators if tracked.
  • People and operations: org chart, payroll list, contractors, SOPs/KPIs (if any), and a list of what only the owner does.
  • Legal & risk: material contracts, disputes history, insurance, licences/permits, IP/trademarks.
  • Systems: key software stack, admin access policy, reporting sources, backup approach.

Missing items are common. They become explicit tasks in the 100-day roadmap. The key requirement is honesty and speed.

9) When This Is Worth It (and when it is not)

Worth it when the business has real cash flow but value is suppressed by founder dependency, weak proof, and unclear mechanics.

  • You are within 6–18 months of a sale decision and want control.
  • You want fewer renegotiations and less time trapped in an earnout.
  • You are willing to fix the top constraints that buyers punish.

Not worth it when you want a “price story” without doing the work of proof and transferability.

  • You will not provide documents or reconcile inconsistencies.
  • You are unwilling to reduce obvious dependency and concentration risks.
  • You are not serious about changing operations to make the business survive without you.

Work With Me: Start With Exit-Readiness Audit

If you want enterprise value delta and cleaner terms, the starting point is buyer-grade readiness: provable earnings, quantified transfer risk, and deal mechanics defined early.

Apply for Exit-Readiness Audit →

Related: Exit-Readiness Audit Breakdown.

FAQ

What do you mean by “enterprise value delta”?

It is the change in what the business can sell for once earnings are provable, transfer risk is reduced, and deal mechanics are clear. It is driven by the accepted earnings base, the multiple, and the terms.

Is the example a guarantee?

No. It is illustrative to show mechanism. Actual outcomes depend on industry, buyer type, financing conditions, risk profile, and what can be proven. The audit’s job is to turn uncertainty into evidence and a realistic roadmap.

Why does transferability change cash-at-close?

Earnouts and holdbacks are used when buyers fear post-close drop or cannot verify earnings. Reduce that uncertainty with proof and systems, and the buyer has less reason to push value into structure.

What is the first step?

Exit-Readiness Audit. It produces the defendable valuation range, the evidence pack plan, the dependency score + transfer plan, deal-mechanics exposures, and the 100-day roadmap.

About Den

Den Unglin is a sell-side M&A advisor specialising in owner-operated business exits—where valuation is won or lost on transferability, evidence quality, and deal structure. He builds buyer-grade readiness: financial normalisation that holds under scrutiny, risk frameworks buyers can price, and operational handover systems that make earnings survivable after the owner steps back. Learn more About Den or review the Business Strategy Services.

The Grow to Exit approach is built around one principle: identify the few constraints that suppress multiples, convert owner dependency into a documented transfer plan, and package the business as a clean, financeable asset—so value is defended through diligence and the exit closes on terms.

Disclosure: Informational only; not legal, tax, or investment advice. Examples are illustrative. Transaction outcomes depend on jurisdiction, buyer type, financing conditions, and case-specific facts.