Recently, the Orange County Community Foundation (OCCF) convened entrepreneurs, investors and advisors for a candid conversation about preparing for a successful business exit, from pre-planning to due diligence to the often-overlooked question of life after the sale.
The program opened with remarks from John Williams, Chair of OCCF’s Board of Governors, followed by a panel discussion moderated by Margita Labhard, Senior Director of Philanthropic Strategy at OCCF.
The panel featured a powerhouse line-up of business operators and advisors who have lived the exit process from multiple angles, including Bill Koschak, Founder of Everest Advisors and veteran of more than $45 billion in M&A transactions; Linda Igarashi, corporate M&A partner at Sheppard Mullin; Shirin Behzadi, former CEO of Home Franchise Concepts and author of The Unexpected CEO; and Joe Fries, former President and CEO of Fontis Solutions. The program concluded with charitable tax insights from Matt Petroski, nonprofit tax partner at Armanino, who outlined strategies for integrating philanthropy into a business exit.
John Williams set the tone with his opening remarks.
“Almost every deal that I’ve been involved with has something in common, and that is the outcome and the value are shaped long before that letter of intent gets signed.”
That theme was carried throughout the program.
Pre-planning: Your Company’s Value is Created Long Before the Deal
Margita launched the panel discussion with what founders most often underestimate: preparation. She asked, “what’s involved in getting your house in order before a sale?”
Bill Koschak put it plainly. “From a financial perspective, get your chart of accounts in order. Buyers want to see consistency over time in how you record transactions.” He mentioned the role and importance of GAAP accounting, knowing what EBITDA is, and your revenue recognition. He added “You better know where the skeletons are. Get clarity on what your ratios and metrics are and understand what the buyer is looking for before you get to the sale.”
Legal readiness matters just as much. Linda Igarashi described three categories of founders: those who engage counsel one to two years ahead, those who call six months before going to market, and those who come after signing a letter of intent.
“The latter is really very painful,” she said. “You’ve lost so much leverage at that point.”
She emphasized “When sellers come to us one to two years ahead of time, we can really try to clean things up and look under the hood before somebody else does.”
Across finance, legal and operations, the message was consistent. Clean books. Organized contracts. Clear ownership. No handshake agreements hiding in the background. And no surprises.
Linda warned the crowd: “Surprises in diligence erode trust. Buyers don’t want to be surprised.”
As Shirin Behzadi summarized, “You’re never for sale and you’re always for sale. Build a company as if you’re never selling it. And be prepared at any point to present the case so you can sell.”
Value Creation: Know Your Secret Sauce
When Margita turned the conversation to value creation, Shirin leaned in.
“Every single one of us sitting here is here because we’re successful. There is a combination of factors that created that success. You have to know what those pillars are. You have to be able to explain them so an investor coming in can visualize themselves in your shoes and if they do these things they can have a reasonable return on their investment.”
She shared a pivotal moment during negotiations when a prospective buyer asked what would happen if they invested another $25 million. “I was immediately able to tell them where the investment would go and what the return would be. That’s part of the reason we got the high end of the value we were looking for.”
Joe Fries echoed the importance of operational clarity. In his case, ESOP certification became a tangible differentiator. “When you go out and sell your business, it’s the same benefits you present to customers. Those same unique selling propositions are what you present to buyers.”
The panel agreed that value is not just financial. It is process, operations, leadership depth and resilience. It is also culture.
When it came to potential buyers, “Culture fit is critical,” Shirin said. “Not all private equity firms are the same. You have to know why you’re doing the transaction and who you are before you choose a partner.”
Lastly, when assessing value creation, Bill noted outside of the importance of intellectual property, ensuring tax compliance and filing, and technical deficit, is the issue of the hero syndrome. “This is where a business that’s too dependent on one person, and that means you’ve created a nice job for yourself but haven’t created a business that has value because it’s hard to capture that when you go to sell.”
Due Diligence: Multiply your Workload
An audience member asked about the founder’s experience of the diligence process. Shirin did not sugarcoat her answer.
“Take whatever you’ve done and times it by ten. It’s hard.” She described running the company, maintaining profitability and responding to relentless diligence questions all at once. “You have to run the business while you’re running a transaction. Due diligence is not fun.”
Bill emphasized process discipline. “You need a quarterback internally and a quarterback with the buyers. Don’t answer the same question ten different times. Organize it.”
Shirin added practical advice: “Even in management presentations, you rehearse it 500 times. Say nothing without your bankers included. That’s their job.”
Linda added that sophisticated buyers want to make sure what you put in your marketing brochures is really what’s there. “Get to know your IP assignments, contracts, and change of control issues that might be triggered upon sale.” She highlighted “Buyer’s don’t want to be surprised. They story needs to make sense and your narrative needs to be coherent.”
Again, the panel returned to trust and alignment. Weak teams, inconsistent answers and hidden issues do not stay hidden for long.
Life After the Exit: The Part No Entrepreneur Plans For
Two years ago, OCCF hosted a program focused entirely on life after an exit. Margita brought the topic back into this evening’s conversation.
As John stated at the outset, “It’s really not just a financial transaction. It’s a life transition.”
Shirin admitted she was not prepared. “I was very, very unprepared. Transitions are very hard. You wake up one morning without 350 emails and you have to figure it all out.”
Philanthropy became part of her next chapter. “Helping others may seem like being of service, but it’s self-serving too. It helped me use what I had learned to try to help others.”
She later reflected that mission clarity made stepping away possible. “Our North Star was making sure every franchisee was as successful as they wanted to be. When I knew they could continue to thrive with the new owners, I could step away.”
Joe cautioned against staying tethered for the wrong reasons. “If you’re trying to solve your identity by staying on, you need to think that through.”
Bill added a broader perspective. “You never know when you’re going to need to transition a business. Just like you don’t go through life without a will, you need to be prepared.”
Integrating Philanthropy Into the Exit
The final segment of the program shifted to tax advantaged charitable strategies, led by Matt Petroski of Armanino.
He reminded attendees that a business sale is a liquidity event. “With liquidity comes a significant amount of gain.”
The planning opportunity lies in donating appreciated assets before the sale.
“Appreciated property is one of the best things you can donate,” Matt said. “You can contribute at fair market value and not ever have to pay the tax on that gain.”
He outlined vehicles including donor advised funds, private foundations and charitable trusts, noting that each serves different goals.
“You need to think now. What are my charitable goals? What vehicle aligns with what I want my life to look like?”
This is where the conversation came full circle. Exit planning is not just about reducing taxes. It is about designing the next chapter.
As Margita shared at the start of the panel, for more than 35 years OCCF has built relationships with entrepreneurs who “have had the benefit of being able to plan philanthropically during their business exits and set a path for life after the transition.”
Lightening Round
Margita brought the discussion to a close with a lightning round of two critical questions: First, what advice would you give a founder who believes their exit is very far off?
Linda eagerly responded with “act as if you know you’re exit is going to happen in about a year and start organizing your contracts, start talking to advisors and get the right advisors on board.” Shirin added “You are never for sale and always for sale, so build a company as if you’re never going to sell it. If the time comes, present the case so you can sell.” Joe agreed “run your business as if you are going to sell it.” Bill added “You never know if you need to transition, so always be prepared.”
And second, if someone takes just one action in the next 90 days to improve their exit, what should they contemplate?
Linda said, “get your owners on the same page about what a go deal looks like.” Shirin responded with “go build a really good business and buyers will come.” Joe commented “keep running your business well because the deal may not happen.” Lastly, Bill suggested to “look in the mirror and ask yourself are you really ready to sell? What are you going to do, what will life look like after and are you ready?”
Beyond the Handshake
Throughout the evening, the panel returned to central themes. Preparation builds value. Transparency builds trust. Reflection builds clarity.
A business exit is not just a transaction. It is a culmination of years of work and the beginning of something new.
And as John reminded the room, that outcome is shaped long before the letter of intent is signed.
For those in the room, the evening’s takeaway was unmistakable. A successful exit is not defined at signing, but shaped years in advance through disciplined operations, thoughtful planning and clear purpose. The founders who navigate it best are the ones who understand their value, prepare for scrutiny and give equal attention to what comes after the deal as they do to the deal itself. In the end, the true measure of an exit is not just the price achieved, but the readiness to step into what comes next with intention.
