The Exit-Back Playbook: Write the Exit at Signing, Then Run to the Evidence

In today’s market, exits don’t reward the loudest story; they reward the cleanest proof. That’s why high-performing PE teams work backwards: define the most likely buyer, codify what that buyer will need to see, and operate month-to-month so the evidence assembles itself. The result is less drama at close, fewer value chips left on the table, and options when windows tighten.

1) Why “exit-back” now

• Selective windows: IPOs open for operationally tidy assets; strategics pay for de-risked adjacencies; sponsors need verifiable cash to underwrite leverage.

• Higher scrutiny: Lenders and ICs discount narratives that can’t be rerun.

• Longer holds: Your archive becomes the asset—if you build it on purpose.

Exit-back converts the exit from a late-stage marketing campaign into an operating system you run from Day 1.

2) Start with the buyer map (three archetypes, three proof sets)

• Strategic buyer: cares about fit—price power that will hold, service promises that won’t break their network, clean data and access so integration is fast.
  Proof set: price waterfall + CPQ rules, OTIF & exception codes, SKU rationalization logic, identity/connector inventory.

• Sponsor buyer: cares about durability—repeatable levers, headroom, predictable working capital.
  Proof set: value bridge with before/after levers, 13-week cash with bank tie-outs, DSO/DPO/DOH trends with policy outcomes, PMO cadence.

• Public markets (selective): care about lineage—definitions frozen, KPI math that matches the ledger every time.
  Proof set: KPI dictionary with stored scripts, immutable monthly archives, change logs, security drills.

Pick your most likely buyer on Day 1; you can pivot later. The packets largely overlap when you build them right.

3) The four packets that make value travel

1. Commercial Proof (Price & Revenue Quality)

   • Price waterfall: list → pocket, five quarters of history.

   • CPQ rules: floors, bands, approvals; override log with reason + expiry.

   • Cohort health: GRR/NRR with retention shape by segment and offer.

2. Operating Proof (Service & Margin)

   • OTIF and exception codes (carrier, slotting, order cut-offs).

   • Cost-to-Serve driver map; contribution by SKU/service family.

   • Catalog simplification: retired variants, policy changes, and impact.

3. Cash & Headroom Proof (Liquidity & Discipline)

   • 13-week cash tile, reconciled weekly to bank.

   • Working-capital bridge with dispute closures, AP calendar, inventory actions.

   • Covenant headroom trend with triggers and pre-agreed levers.

4. Lineage & Security Proof (Rerunability & Readiness)

   • KPI dictionary and stored scripts with “as-of” stamps.

   • Access inventory (joiner-mover-leaver), MFA coverage, third-party connectors.

   • Incident drills: who did what, how fast, what changed.

Each packet should be rerunnable in 30 minutes by a buyer without your team in the room.

4) Operating cadence that assembles the packets (without extra work)

• Weekly Performance Room (45 min): value bridge → five deltas → decisions; decision register updated.

• Pricing Council (30 min): realization trend; override log; rule changes approved.

• Cash Stand-Up (30 min): forecast vs actual; AR/AP/inventory actions; headroom bar.

• Monthly Archive (30 min): export scripts, reconciliations, and packets to immutable storage; publish a short methods note.

No new meetings—just a tighter spine. Packets are by-products of good management.

5) Price narrative that buyers don’t argue with

• Rules in tools: CPQ is the single source of truth; discounts outside bands expire.

• Talk tracks shipped: sales can hold the line or trade for value without heroics.

• Realization proof: segment view; exceptions decay over time.

• What a buyer sees: consistent uplift, disciplined exceptions, and muscle that will hold post-close.

6) Margin narrative that survives turnover

• Cost-to-Serve, not vibes: allocate by a few defensible drivers (picks, stops, handle time).

• Contribution by family: track, act, and show effect of policy changes (MOQ, rush fees, returns).

• SKU diet: retire long-tail variants that create handling chaos; show the cash/margin effect.

• What a buyer sees: fewer apologies, simpler ops, steadier margin per unit.

7) Liquidity narrative that lowers spreads

• One-tile, 13-week: reconcile to bank weekly; variance reason codes; 24-hour closure.

• Working-capital rules: dispute SLAs, AP calendar wired to covenants, two-family inventory focus.

• Borrowing-base hygiene: ineligibles by reason; advance-rate sensitivity.

• What a buyer/lender sees: predictability, earlier sightlines on stress, and levers already in motion.

8) Security narrative that prevents “last-mile” deal risk

• Identity hygiene: role-based access, MFA for named roles, connector map.

• Drills with timestamps: incident runbooks rehearsed, fixes logged.

• Data lineage: scripts under version control; KPI definitions frozen and versioned.

• What a buyer sees: lower integration risk, fewer surprises, faster Day-1.

9) Integration-ready by design (so the synergy math clears)

• Fit proof first: route-to-market, price fences, service promises aligned before synergy claims.

• Day-1/30/100 relay: revenue protected → bands & terms harmonized → tools/SKUs rationalized.

• Probability-weighted synergy register: owner, ramp, cash conversion, TSA burn-down.

• What a buyer sees: math grounded in operating reality, not aspiration.

10) Antipatterns that quietly destroy exit value

• List-price heroics: pocket price flat; no CPQ enforcement.

• Dashboard cosplay: pretty charts, no scripts; definitions drift.

• Pilot purgatory: many AI demos; zero production; no kill switch.

• Run-rate fiction: synergies without probability or cash path.

• Archive amnesia: six months before a process, nothing reruns cleanly.

Kill these early; multiples rise quietly.

11) What changes on Monday morning

• Turn on the decision spine (performance room, pricing council, cash stand-up).

• Publish CPQ bands; start the override log with reason + expiry.

• Launch two CTS policy changes and measure contribution lift.

• Reconcile the 13-week cash to bank and label variances.

• Create the KPI dictionary; store scripts; archive Month-End Pack v1.

• Add a decision register—if it isn’t dated, it didn’t happen.

Do this for 90 days and you’ll have a buyer-grade binder without a special project.

12) Rehearse the buyer Q&A (and win the room in 12 minutes)

• “Show discount control.” Open CPQ rules; walk the override log; show expiry trend.

• “Prove OTIF improved cash.” Exceptions down → credits down → DOH down (two families).

• “Rerun contribution for Q2.” Execute stored script; reconcile to ledger; show CTS policy effect.

• “How resilient is liquidity?” 13-week tile; variance codes; pre-agreed levers by covenant trigger.

• “Is security a risk?” Access inventory; connector map; drill log with time to contain.

Twelve minutes, five proofs, no theatrics.

VCII Note and Copyright

TVC Next installs exit-back as a working rhythm—pricing rules that hold, CTS habits that stick, cash visibility that buys time, and buyer-grade evidence that travels—so optionality is designed in from Day 1.
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