The buyer isn't buying the plan
They're buying the credibility of the assumptions. A plan that projects 25% annual growth needs to explain where that growth comes from with the same granularity used to run the business: by product, by channel, by customer. Aggregated projections without a breakdown get discounted immediately.
The four pillars of a defensible thesis
Every solid equity story answers four questions with data.
- Why this market is growing and will keep growing
- Why this company captures a disproportionate share of that growth
- What is hard to replicate about its current position
- What a buyer would do to increase value from day one
Anticipate the hard questions
Customer concentration, dependence on a single contract, margins that depend on one supplier, litigation, tax informality, key-person turnover. All of that is going to come up. Presenting it up front, alongside the mitigation plan, costs a discount on valuation; having the buyer discover it costs the entire process.
Preparation before going to market
The cleanup work — audited financial statements, formalized contracts, an organized data room, operating indicators consistent with the accounting — takes months and determines much of the multiple. Going to market without that work lengthens the process and erodes the price.
Key takeaways
- Projections must be broken down with the same granularity used to operate the business.
- Risks disclosed by the seller cost less than risks discovered by the buyer.
- Preparation before the process directly influences the multiple obtained.
NS frameworks and reference sources
- Proprietary NS framework · ES·NS — methodological notes from the M&A and Capital practice
- NS project base: anonymized cases by sector and geography
- Open market evidence and academic literature, recalibrated with client data
- Bain & Company — Global M&A Report
- EY — Global Capital Confidence Barometer
- PwC — Value creation in deals / commercial due diligence
This article develops proprietary NS Business Strategy frameworks, drawing on our project base and on public industry literature and studies cited above. Figures are reference ranges; each project is measured against the client's actual data.
