The Exit Playbook: How to Sell a Business the Right Way Every business owner expects the exit to be the finish line. But for most, it's the moment they're least prepared for. In the third and final episode of the ATL Alts Business Owner Masterclass, host Andres Sandate and Brad Gunter (Founder & CEO, High Point Advisory Group) go deep into the sell-side playbook -- covering everything RIAs need to know to help their business owner clients navigate the most consequential financial event of their lives. Brad and Andres break down the critical mindset shift from 'I'm ready to sell' to truly 'exit ready,' the timeline reality that surprises most owners (three years is the minimum; five if you want full tax optimization), and why showing up to a deal without a sell-side QOE is like going to court without a lawyer. They map the full buyer universe -- from SBA-backed search funds to independent sponsors, private equity, strategics, and family offices -- and explain what each type of buyer actually wants, how they operate, and which seller profile fits each best. The conversation then turns to deal mechanics that can make or break the net economics: equity rollovers and the second bite at the apple, seller notes, earnouts, escrows, holdbacks, working capital adjustments, and reps and warranties. They also cover the tax planning conversation that most advisors wait too long to have -- QSBS, short vs. long-term capital gains, qualified opportunity zones, deferred sales trusts, and charitable structures. And they close with what happens after the wire hits: how to help a liquid entrepreneur think about generational wealth, alternatives, and the next chapter. This episode is for every RIA with a business owner client considering a sale in the next three to five years. Episode Overview The series culmination. Brad and Andres cover the full exit arc -- mindset, timing, sell-side diligence, buyer selection, deal mechanics, tax strategy, and post-liquidity wealth deployment. This episode is the most immediately actionable for RIAs: every section maps to a specific conversation they should be having with business owner clients right now. Timestamps 0:00 Series recap -- buying (Ep 1), operating (Ep 2) -- and why the exit is the 'peak of the trilogy' 3:37 The critical mindset shift: 'I'm ready to sell' vs. 'exit ready' -- and why most owners confuse the two 5:08 The Rolls-Royce vs. deal-hunter spectrum: how to identify which buyer profile fits your client's business 6:45 The clean test for exit readiness: could a QOE team, lawyers, and a lender go through the business without substantial issues? 8:18 The wealth event and why it's underestimated: 75-80% of net worth in a single transaction, often for the first and only time 10:00 Why owners resist outside advisors: 'I've been successful at everything else -- why would this be different?' 11:37 The surgeon analogy: why you want a specialist, not a generalist, for every lane of the exit 13:30 The continuum of wealth: from OpCo cash flow to family office -- and where the RIA fits throughout 16:28 Sell-side timeline reality: start the day you launch; buyers look at 3 years of financials; QSBS takes 5 years 18:31 What to do if you have 18 months: sell-side assessment, retroactive cleanup, quick-hit fixes 19:41 The RIA's call to action: ask 'what's the five-year strategy?' not 'when are you selling?' -- and listen for alarm bells 21:40 The sell-side QOE: why the seller should pay for one, how it shifts negotiating leverage, and when it's required by M&A advisors 24:28 War story: $50M deal collapses to $3M cash at close -- seller note the rest, life's work nearly gone 25:33 The buyer universe from bottom to top: SBA/search funds, independent sponsors, private equity, strategics, family offices 29:00 What each buyer type actually wants: SBA timeline (90+ days), IS deal-first capital-second, PE's return clock, strategics overpaying for a gap-fill, family offices holding forever 33:00 It's not just price -- employees, community reputation, business continuity, and legacy all matter to sellers 33:33 The second bite at the apple: equity rollover mechanics -- 80/20 split, capital stack math, betting on PE to grow EBITDA 50%+ 36:52 Deal terms that determine net economics: seller notes, earnouts, escrows, holdbacks, working capital pegs, reps and warranties 40:00 Time value of money in deal terms: why buyers beat the headline number by spreading payments -- and how the RIA can model this 41:05 Tax planning at exit: short vs. long-term capital gains, QSBS (5 years, first $10M tax-free), QOZs, deferred sales trusts, charitable structures 44:35 The three forces converging in alternatives: clients asking for alts, asset managers targeting wealth, and underserved investors -- and how EnduranceX addresses all three 48:00 The advisor coordination problem: 5-6 parties at the exit table, and who plays quarterback 49:14 The full exit advisory team: M&A advisor, wealth advisor, tax advisor, accountant, fractional CFO, legal 51:11 Post-liquidity: liquid entrepreneurs who want to redeploy, the non-compete reality, and why most shouldn't go all-in like Elon 54:00 The generational wealth conversation: 80-year time horizons, compounding capital, and why multigenerational clients belong in alternatives 56:30 Brad's one mindset shift for every RIA: stop assuming you'll get the money one day -- start maximizing it by bringing in the right experts now 57:15 Series close and what's next for the EnduranceX / High Point partnership Key Takeaways 'I'm ready to sell' is a feeling. 'Exit ready' is a score. Can a QOE team, lawyers, and a lender go through your business without substantial issues and re-adjustments? That's the real test.Three years is the minimum prep timeline. Five years is ideal for full tax optimization (QSBS, QOZ, charitable structures). If a client says 'I want to sell next year,' alarm bells should be ringing.A sell-side QOE is not optional for serious transactions. It shifts negotiating leverage from the buyer's table to yours, surfaces skeletons before they surface in diligence, and is increasingly required by sophisticated M&A advisors and investment banks.The buyer universe is wider than most owners realize: SBA/search funds (sub-$5M-$10M), independent sponsors (deal-first, capital-second), private equity (return clock, operational pressure), strategics (willing to overpay for a gap-fill), and family offices (no horizon, hold forever). Each requires a different seller profile and prep strategy.Deal mechanics determine net economics more than headline price. Seller notes, earnouts, escrows, holdbacks, working capital pegs, reps and warranties -- these are the terms sophisticated buyers use to spread cost over time and transfer risk back to the seller.The second bite at the apple is one of the most underutilized exit structures in the lower middle market. Roll 20%, take 80% cash, and bet that a PE firm grows your EBITDA 50%+ in five years. That 20% can be worth more than the 80% you sold.QSBS is the single most powerful tax tool for business sellers -- but only if the clock started at least five years before the exit. The first $10M in gains is tax-free on a qualifying C-corp. RIAs who don't surface this early are leaving potentially millions on the table.The exit advisory team needs a quarterback. Five or six parties (M&A advisor, wealth advisor, tax advisor, accountant, fractional CFO, legal) each operate in their own lane. The RIA is the best-positioned to quarterback the whole process -- but only if they're in the room years before the sale.Post-liquidity, most business owners are liquid entrepreneurs who want to redeploy. The job of the RIA is to help them take chips off the table, diversify intelligently (including into alternatives), and protect generational wealth from being redeployed too aggressively too fast.Brad's one mindset shift for every RIA: stop assuming you'll get the assets someday and start maximizing today by bringing in the right specialists now. That operating business is your client's largest asset. Treat it like one. The Full Exit Advisory Team -- Who Plays What Role M&A Advisor / Investment Bank Runs the sale process -- buyer outreach, marketing, negotiation, LOI management, closing coordination Wealth Advisor (RIA) Quarterback of the overall process; post-liquidity asset deployment, tax-aware structuring, portfolio construction, long-term wealth planning Tax Advisor Pre-exit planning (QSBS, QOZ, deferred sales trust, charitable structures, F-reorg); entity election optimization; post-close tax filing Accountant / CPA Historical financial statements, tax return prep, coordination with QOE team; data room population Fractional CFO (e.g., High Point) Runs internal financial process; coordinates data room; interfaces with buy-side QOE team; financial modeling of deal terms QOE Provider (Sell-Side) Normalizes and...