The LOI isn't the finish line.Would your deal survive diligence?
Roughly a third of signed LOIs never close, about half of small-business sales fall apart in due diligence, and most of the rest get re-traded on price once the buyer's accountants find what the seller didn't disclose. Score the business on the six dimensions buyers stress-test and get one verdict — DEAL-READY, GAPS TO CLOSE, or WOULD NOT SURVIVE DILIGENCE — so you find your own skeletons first, when they're cheapest to fix.
Deals don't fail. They stop making sense.
signed LOIs in the lower middle market never reach close — and roughly half of small-business sales fall apart in due diligence.
the typical re-trade: a buyer reducing the offer after LOI on what diligence uncovers. Over 20% is usually a deal-killer.
when fixes are cheapest. Almost every deal-killer is preventable before the LOI — the same issue costs far more once a buyer's accountant finds it.
Diligence exists to confirm three things: that the earnings are real, durable, and transferable. This grades the business on exactly that — and refuses to call a deal survivable when there's no real earnings number to buy, or no business left once the owner walks out the door.
Score a business and watch the deal-killers fire.
The shipped agency looks clean across the board and scores 75 — and still reads WOULD NOT SURVIVE DILIGENCE, because the owner is the business. Flip owner independence off zero and watch the verdict change.
Mark each dimension a buyer's team will stress-test. The verdict updates live — same math as the workbook.
Reviewed or audited books, clean personal/business separation, add-backs that survive a QoE review. A 0 means there's no real earnings number to buy.
Runs without you — SOPs not memory, a management layer, a transition plan. A 0 means nothing survives the seller walking out the door.
No single-point-of-failure customer. One customer at ~a third or more, unmitigated, gets discounted or walked.
Transferable contracts (no consent-to-assign blockers), no undisclosed litigation, clean classification, clear IP, resolved tax.
An organized data room built before going to market. In M&A, speed is confidence — slow responses invite price-chipping.
A defined, defensible working-capital peg and supportable projections — before they become a re-trade dispute.
On the surface this scores in the DEAL-READY band — but the owner is the business, so it's forced to WOULD NOT SURVIVE DILIGENCE. A buyer paying a multiple would be buying a job that ends when you walk out the door. Build the management layer and a transition plan before you go to market.
Fix first: Owner independence / transferability
Your marks only · sell-side diligence on yourself · grades a deal, not a person
One command, every business you might sell, an honest read.
The zero-dependency Python engine reads your list and prints the same verdict the workbook and demo produce. Two businesses below score like candidates and still read WOULD NOT SURVIVE — one is the owner, the other has no validatable earnings.
The Acquisition-Offer Survival Audit
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Polished but owner-run agency 75/100 WOULD NOT SURVIVE DILIGENCE [GATE]
fix first: Owner independence / transferability
Institution-ready SaaS 100/100 DEAL-READY
Add-backs won't survive QoE 52/100 WOULD NOT SURVIVE DILIGENCE [GATE]
fix first: Validated financials / Quality-of-Earnings
Concentrated but otherwise solid 74/100 GAPS TO CLOSE
fix first: Customer concentration / revenue durability
Mid-prep lower-middle-market co 50/100 GAPS TO CLOSE
fix first: Validated financials / Quality-of-Earnings
Not ready to go to market 14/100 WOULD NOT SURVIVE DILIGENCE
fix first: Validated financials / Quality-of-Earnings
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Portfolio: WOULD NOT SURVIVE
3 of 6 business(es) would not survive diligence as-is.Six dimensions, weighted to 100 — two of them deal-killers.
No validatable earnings (a QoE review guts the EBITDA) OR an owner-is-the-business (nothing survives your exit) each force WOULD NOT SURVIVE — and only ever worsen a verdict, never lift one.
Customer concentration is a heavily weighted scored dimension, not a gate — it discounts the price or adds structure, but the deal can still close. The gates are reserved for what ends a deal.
Get reviewed books, or build the transition layer, and the gate releases — the verdict returns to whatever the score earned. The thing to fix first is always named.
Sell-side diligence, not a valuation.
- A deterministic verdict on whether an offer would survive diligence.
- Sell-side diligence on yourself — find your skeletons before the buyer does.
- A named first fix, and the two structural killers that override everything.
- Offline — engine, workbook, and demo agree to the number.
- Not a business valuation or a sale-price estimate.
- Not a broker, and not legal, tax, or investment advice.
- Not connected to your books — you bring the marks on each dimension.
- Not a scoring of any person — it grades a deal's readiness.
Not a business valuation, brokerage, or legal, tax, or investment advice. This grades a deal's readiness from your own marks — it doesn't value your business, structure your transaction, or replace your M&A advisor, Quality-of-Earnings accountant, or counsel. It names the deal-killers; the people you hire to sell the business fix them. Use it to find the gaps early, when they're cheapest to close.
Owners 12–36 months from a sale.
The rest of the founder's decision desk.
The contract landmines — non-assignable clauses, change-of-control — that a buyer's lawyers will find.
ViewThe AI CFO behind the earnings story diligence stress-tests — clean, predictable cash flow.
ViewBuild the conservative, supportable projections that hold up against a buyer's scrutiny.
ViewThe honest answers.
Whether the offer on the table would survive due diligence at the price you agreed. You mark six dimensions a buyer's team will stress-test — validated financials / Quality-of-Earnings, customer concentration, owner independence, clean legal and contracts, working-capital clarity, and data-room readiness — and it returns DEAL-READY, GAPS TO CLOSE, or WOULD NOT SURVIVE DILIGENCE, with the one thing to fix first. It's sell-side diligence run on yourself, so you find your own skeletons before the buyer's forensic accountants do. It grades a deal's readiness, never a person.
Because two dimensions are structural deal-killers, and each overrides the score. Diligence exists to confirm the earnings are real, durable, and transferable — and two failures aren't 'gaps,' they're the deal not making sense. The PHANTOM-EARNINGS killer: if your financials can't be validated, a Quality-of-Earnings review guts the EBITDA the price rests on — there's no real number to buy. The OWNER-IS-THE-BUSINESS killer: if the company is held together by you, nothing survives your exit, so a buyer paying a multiple is buying a job that ends when you leave. The shipped 'polished agency' sample looks clean across the board and scores 75 — and still reads WOULD NOT SURVIVE, because the owner is the business.
Not on its own — it's a re-trade risk, which is why it's a heavily weighted scored dimension rather than a gate. A concentrated book gets discounted or bridged with structure (an earn-out, an escrow, a holdback), but the deal can still close. That's a different thing from no validatable earnings or no transferable business, which end the deal. If concentration is your issue, the Customer-Concentration Risk Gate gives you the deeper read and the diversification target; this audit just flags it as a place the price will get chipped.
Run it 12 to 36 months before you go to market, not the week a buyer appears. It is not a valuation and doesn't estimate your sale price — a valuation tells you what the business might be worth; this tells you whether an agreed price would survive the buyer's scrutiny, which is a different and often more decisive question. The two work together: get a sense of value elsewhere, then use this to protect that value through diligence. The cheapest time to fix any of these is before a Letter of Intent — the same fix costs far more once a buyer's accountant finds it.
Neither. It's deterministic and offline — you enter your own 0/1/2 marks on what you actually know about the six dimensions, and it computes the verdict. It reads nothing, connects to nothing, and invents no multiple or price. The same logic runs in the workbook, the Python engine, and the on-page demo, so all three agree to the number. Bring your own read of each dimension; where you're unsure, that uncertainty is itself a signal to get your QoE accountant or M&A advisor involved.
No. It's a preparation aid that helps you pressure-test a deal before diligence does — it doesn't value your business, structure your transaction, or replace your M&A advisor, Quality-of-Earnings accountant, or counsel. It names the deal-killers; the people you hire to sell the business fix them. Use it to find the gaps early, when they're cheapest to close. Not a business valuation, brokerage, or legal, tax, or investment advice.
Find your skeletons
before the buyer does.
One purchase, lifetime access, 12 months of updates. $149, once.
Not a business valuation, brokerage, or legal, tax, or investment advice. This grades a deal's readiness from your own marks — it doesn't value your business, structure your transaction, or replace your M&A advisor, Quality-of-Earnings accountant, or counsel. It names the deal-killers; the people you hire to sell the business fix them. Use it to find the gaps early, when they're cheapest to close.
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