Treadstone Associates
Guide

Getting a business sale-ready over twelve months

Deavo's own ninety-day sale-ready framework carries a caveat worth taking seriously: it is a general framework, not a formula, and it is written for an owner-led process. A fund-owned platform preparing for an institutional sale usually needs the same sequence run over roughly twelve months, not ninety days.

Treadstone Associates · Updated 2026

Key takeaways

  • • The underlying sequence — financials first, then owner-dependence, then pricing and process — does not change between a ninety-day and a twelve-month process. What changes is the depth expected at each stage.
  • • A CBV Institute-standards-compliant valuation mark, if the process will use one, is governed by standards that took effect January 1, 2026 — confirm which standard applies before commissioning the work.
  • • If an EOT or co-op structure is even a candidate, the ownership and active-business tests have to already be satisfied by a date calculated backward from the intended closing — get that date arithmetic right in month one, not month eleven.
  • • The twelve-month version exists to absorb diligence scope an owner-led ninety-day sale was never built to carry, not to pad out a shorter process for its own sake.

STEP 01 OF 10

Months 1–2: reconcile financials against CRA and GST/HST filings

This is the same first step as any sale-readiness process, run at institutional depth: reconcile two to three years of historical statements plus current interims against what was actually filed. Deavo's own sequencing puts this first for a reason — a mismatch here undermines confidence in every later stage of the process. See cleaning up the books before a sale process for the full mechanics of this stage.

STEP 02 OF 10

Months 1–2: commission a Practice-Standards-compliant valuation mark

CBV Institute's Valuation Practice Standards — Practice Standard Nos. 100, 110, 120 and 130 — took effect for independent valuation engagements beginning on or after January 1, 2026, replacing the prior standards entirely. If the process will lean on an internal or third-party mark at any point, confirm at the outset which standard the valuator is working to, since the two are not the same document.

An internal mark commissioned in month one gives the deal team a real number to negotiate against for the rest of the process, rather than discovering the gap between internal expectations and market reality only once offers arrive. See chartered business valuator for what the designation itself covers.

STEP 03 OF 10

Months 3–4: start the owner-dependence reduction plan

Delegating client and quoting relationships, documenting core processes, and building a genuine second layer of management are all slow work that has to start early to be credible by the time buyers are looking. Deavo's own guidance is candid about the pace: building trust in a second layer of management tends to happen gradually, not as a task that gets checked off in a week. See reducing owner dependence before you sell for the full playbook.

STEP 04 OF 10

Months 3–4: bring corporate records current

Minute book, share ledger, director and officer resolutions, material contracts with change-of-control terms flagged — all of it, reviewed against a diligence checklist by counsel rather than assembled internally and hoped to be complete. Treadstone Law's own guidance recommends starting from a corporate profile report and certificate of status, which doubles as a baseline for what still needs fixing.

STEP 05 OF 10

Months 5–6: build the customer and supplier concentration remediation plan

Customer or supplier concentration is named directly as one of the five most common reasons a sale price gets discounted, and it is also one of the slowest things to genuinely fix — new customer relationships and diversified supply do not appear on demand. Starting this workstream in month five, rather than deferring it, is what makes a twelve-month process materially different from a ninety-day one.

STEP 06 OF 10

Months 5–6: resolve the tax-structuring question while there is still time to act on it

Decide, with counsel, whether the eventual sale is more likely to run as an asset deal or a share deal, and confirm LCGE eligibility for any individual seller and EOT or co-op fit if either structure is genuinely on the table. If an EOT transfer is intended, the ownership and active-business conditions in ITA s. 110.61(1)(b) must already be satisfied for the relevant period before the transfer date — work that date backward from a realistic closing date now, not in month eleven.

STEP 07 OF 10

Months 7–8: assemble the deal report and data room

Two to three years of financials matched to filings, the normalized earnings summary with its add-back trail, an asset list with liens and condition, contract and lease detail, and disclosed liabilities — deavo's own description of what a real deal report contains is the checklist to build against. See reading a deal report. A deal report is not a valuation and does not replace the mark commissioned in months one and two — the two serve different purposes in the same process.

STEP 08 OF 10

Months 7–8: engage advisors and decide the process shape

A broad auction, a targeted approach to a shortlist of strategic and financial buyers, or a single negotiated sale are three different processes with different timelines and different disclosure sequencing. Decide this deliberately, in step with the advisor engagement, rather than defaulting to whichever shape the first inbound approach happens to suggest. See confidential information memorandum and teaser document for the materials this stage typically produces.

STEP 09 OF 10

Months 9–10: run a mock diligence pass against the deal report

Have someone outside the deal team — counsel, an accountant not otherwise involved, or an operating partner from a different platform — test the deal report the way a buyer's diligence team actually would. Findings surfaced here get fixed on the sponsor's own timeline; the identical findings surfaced during a live process get fixed under a buyer's timeline, with far less leverage attached.

Log every finding with a remediation owner and a target date, and re-test the specific items rather than the whole report a second time. A mock pass that produces a list nobody is accountable for closing out is functionally the same as skipping the step — the value is in the closed loop, not the exercise of running it once.

STEP 10 OF 10

Months 11–12: launch the process and prepare the deal-structure fallback

Enter the launch month with a pre-decided position on how the deal handles any dependence, concentration or earn-out structuring a buyer proposes — a holdback, an earn-out, or a vendor take-back note, with the reserve mechanics behind each already understood. See reducing owner dependence before you sell for the tax mechanics behind a deferred-consideration structure specifically.

Coordinate the launch date against the fund's own reporting calendar, not just the platform's readiness. A process that launches the same week as a quarterly LP report is competing for the same deal-team attention that the report needs, and a process that closes mid-quarter changes what that quarter's report has to say about the platform's status — decide the timing deliberately rather than let the two collide by accident.

Common mistakes

Treating deavo's ninety-day framework as sufficient for a fund-owned platform sale. The source itself frames ninety days as a general owner-led framework, not a formula. An institutional platform sale usually needs the same sequence run over roughly twelve months to carry a heavier diligence scope.

Leaving the Practice-Standards-compliant valuation to the final quarter. A mark commissioned in month one is a working negotiating reference for the rest of the process. Commissioned in month eleven, it is just a number arriving too late to shape anything before it.

Ignoring the EOT date arithmetic until a structure decision is actually being made. If the ownership and active-business tests under s. 110.61(1)(b) are not already satisfied by the time they need to be, the window closes on the option entirely — work the dates backward in month five or six, not month eleven.

Building one checklist and running every workstream off it in parallel from day one. Owner-dependence work and concentration remediation are genuinely slower than financial reconciliation and corporate-records clean-up. Sequencing the calendar around real timelines, not an even split, is what makes twelve months achievable rather than aspirational.

The EOT date arithmetic, worked

Scenario. A platform sponsor is weighing an EOT transfer and wants the option open for a close on or before December 31, 2026 — inside the s. 110.61(1) after-2023-and-before-2027 window. The ownership and active-business tests in s. 110.61(1)(b) must be satisfied throughout the 24 months immediately before the disposition. Counting back 24 months from a December 31, 2026 closing lands on December 31, 2024 — meaning the qualifying ownership structure needed to already be in place by that date, nearly two years before the readiness calendar in this guide even starts. A twelve-month readiness process that begins in January 2026 is therefore too late to newly qualify a structure for a 2026 EOT close; it can only confirm that a pre-existing structure already meets the test.

Ninety days versus twelve months, where the difference actually is

  • Owner-dependence work: a documented delegation plan in ninety days; a genuinely tested second layer of management with a track record by month twelve.
  • Valuation: often informal in a ninety-day owner-led sale; a Practice-Standards-compliant independent mark is realistic within a twelve-month institutional calendar.
  • Diligence readiness: a deal report assembled once, close to launch, in ninety days; a mock diligence pass with time to remediate findings, in months nine and ten of twelve.
  • What does not change: the underlying sequence — financials, then dependence, then pricing and process — is identical in both.

Frequently asked

Can this calendar be compressed back to ninety days for a smaller fund-owned platform?

Possibly, for a smaller or simpler platform with light diligence scope — but the owner-dependence and concentration-remediation workstreams are genuinely slow regardless of platform size, and compressing the calendar does not make delegation happen faster.

Who should lead the internal valuation mark — the deal team or an external CBV?

CBV Institute's Practice Standards apply to independent valuation engagements specifically, which points toward an external, credentialed valuator for a mark meant to hold up in negotiation. See chartered business valuator.

What is the very first task in month one?

Financial reconciliation against CRA and GST/HST filings. Every later stage — the valuation mark, the deal report, the mock diligence pass — depends on the underlying numbers already being reliable.

Does the EOT clock reset if the ownership structure changes mid-process?

Section 110.61(1)(b) requires continuous qualifying ownership through the 24 months before disposition. A restructuring inside that window can break the test entirely — treat any contemplated ownership change as a direct threat to EOT eligibility, not a separate workstream.

Should the readiness calendar be shared with the platform's own management team, or run confidentially at the sponsor level?

The owner-dependence and concentration-remediation workstreams in months three through six genuinely require the operating team's participation, so at least the relevant managers need to know a process is being prepared for, even before a launch date is set. See reducing owner dependence before you sell for how that delegation work is actually sequenced.

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