Buyer's Frenzy
What really kills a deal - before diligence even starts?
Buyers’ Frenzy is the podcast for founders, family business leaders, and the advisors who guide them through the emotional, financial, and leadership complexity of selling a business.
Each episode unpacks one of the hidden performance risks that silently erode value - from leadership missteps and buyer psychology to outdated metrics and team misalignment. Hosted by Will Lindstrom, this series brings together experts in exit planning, valuation, and performance analytics to reveal what drives enterprise value - and what quietly destroys it.
If you're looking to avoid the deal killers most people miss, Buyers’ Frenzy gives you the clarity, confidence, and tools to turn your business into a showcase - not a stress test.
Buyer's Frenzy
Time Kills Deals - Why Speed & Organization Define Exit Success
What really kills M&A deals?
In this episode of Buyers’ Frenzy, Will Lindstrom sits down with Dionisio Roman III, co-founder of Next Phase Partners, to explore why speed and organization are the defining factors in exit success.
Dionisio explains why time equals cost for both buyers and sellers, and how messy data, delayed responses, or lack of preparation can derail even the most promising transactions.
He also shares why the period between LOI and closing is more than paperwork - it’s an “interview process” between buyer and seller that often determines whether a deal makes it to closing.
They discuss practical ways to prepare, including building organized systems for financials, contracts, and customer data well before going to market, ensuring management depth so operations don’t falter during a deal, and reframing financials from tax strategy to valuation strategy.
The conversation also touches on the personal side of selling: why founders must clarify their post-sale identity, objectives, and lifestyle before entering the process.
Highlights Covered:
- Why time is the biggest cost driver in M&A transactions
- How disorganized data and slow responses derail deals
- The due diligence period is an “interview process” between buyer and seller
- Why organizing contracts, financials, and customer data benefits operations now and exit value later
- The myth that preparing for sale means you have to sell
- The identity shift founders face after exiting their company
- Why management depth matters when owners step away to focus on a deal
- The importance of starting pre-due diligence at least a year in advance
- How to reframe your P&L from minimizing taxes to maximizing value.
Whether you’re months away from an exit or years from even considering one, this episode reveals why preparation isn’t just good business - it’s the difference between a stalled deal and a successful transition.
Have insights on “Deal Killers”? If you’re a CEPA, CPWA, CFP, or fiduciary with experience navigating the hidden risks that derail deals, we’d love to hear from you. Connect with us on LinkedIn or at theculturethinktank.com/contact
Today I'm pleased to welcome Dionisio Roman III. Denicio is the co-founder of Next Phase Partners, where he brings a decade of M&A experience and a deep expertise as someone who navigates deals for both sellers and buyers to match lower to middle market business owners with the right buyers and investors. He's known for his rigorous vetting process, high integrity approach and success-based pricing model that rewards outcomes over upfront fees. So with that, I really appreciate you for joining us today. So thank you.
Dionisio Roman III:Absolutely Will. Happy to support and be a part of this.
William Lindstrom:Yeah, no, it should be a fun conversation. I know you and I have spent some time talking about due diligence and the pre-due diligence and the things that kill deals. With that context, one of the points that you always bring up and is important in your process is making sure that the process is simple and effective, and one of your key points is the importance of time. So can you talk about why time is so important and how it kills deals and why it's so important in selling a company?
Dionisio Roman III:I mean time is timing is everything in the world of M&A for so many different reasons. As it relates to due diligence in particular, which is what you were talking about here is it's really cost. Cost is the biggest contributor, both on the buy and sell side. If we think about buyers, like most sophisticated buyers enter due diligence with a plan right and they even set the timelines and objectives at which they're going to execute that plan before they enter diligence or sign an LOI with a seller. And every step of that process getting to the point of drafting definitive documents is really for them to make go no-go decisions as they go Because they know that every ounce of time that gets spent reviewing an opportunity could be wasted time elsewhere. For them it's built in, they know their costs and so they spend so much time creating timelines because they know the costs associated with time. The other thing we have to think about on the buy side is the cost of diligence in general. No matter what, buyers typically try and do as much in-house diligence as they humanly can, depending on the type of business they're buying and whether or not they're a financial buyer or strategic, whether or not they have the expertise to run that business, they may go out and hire a third-party expert to conduct subject matter specific diligence that has a known check size as well, all of those things they try and keep known. But when, if you can imagine, you are trying to buy a business and your deal team is constantly going back to the seller because data is inconsistent or messy, and every time they re-engage with them over a call it's another half hour, another 20 minutes, all of that time starts to add up and what that is is it's lost billable time potentially for the buy side, and it's lost opportunity cost. They could be looking at other deals doing the same work. Sometimes wasted time on behalf of the seller with regard to the buyer causes them to pull out entirely because they're like we can't even afford to do this. This doesn't make sense, it's not worth it.
Dionisio Roman III:And then also I'd say and this applies to the seller as well is that I believe that that period between LOI and closing is sort of like an interview process of what it's like to work with each other, from the seller and the buyer. If the seller is delayed, has messy materials, messy data, can't get you what you need, those are red flags on the buy side right. So they're thinking, hey, maybe we were wrong with pursuing this LOI, probably not a good fit. And the same thing goes for the sell side. Imagine selling your company and the buyer is asking the same question over and over again, when you've provided them very clear and concise data that answers it for them. As a seller, you're thinking, man, are these guys as organized as I thought they were when we first signed that LOI? All of those things are time dependent and time is the measure in which we uncover those things. It's really cost and I think it's also relational.
William Lindstrom:Now that's really interesting on the because we're hearing that, especially from the certified exit planners and some of the wealth managers, that the importance of having everything organized upfront, particularly for the seller and especially for less sophisticated businesses where the founder has been running it for 20 to 30 years, that level of precision may not be part of what they're used to. In that case, if you think about it from a smaller, lower middle market sized company and a founder owner is thinking about selling, what are the top things that you would think of would be most important for them, or the critical factors that would be most important for them to get prepared before they get into the due diligence process so they can present the right level of sophistication, right level of organization and then enter that due diligence process. That creates a strong relationship.
Dionisio Roman III:Well, first of all, I think to start, I'd like to just say that I think and this is something that you can read in countless M&A books, I think the $100 million exit is the one that is top of mind, that talks about this For entrepreneurs in general, it really doesn't hurt you to organize your business in such a way that you're preparing for a sale at any time. You could have just started it two years ago. But by having organized data, organizing your contracts, organizing your financials now, there's no excuse to not have things organized in a cloud, somewhere where you can easily pull things down. So it benefits you just in your day-to-day operation, let alone when it comes time to organize your stuff for a sale. So do that regardless, even if you're not thinking about selling for 10 years. It's going to benefit you, I promise.
Dionisio Roman III:And then to get to your question, before we even get into the data, sellers need to think about what it even means to sell their business. That's the advice that I give them. It's more so like why? What are you going to do next? What do you think the expectation of the buyer will be post-close? Are you ready to take on that as part of your lifestyle? There are deeper, personal questions that every prospective seller needs to think about before they even consider putting their deal on the market. So that's one. And then, when it comes to the actual data, it goes back to my initial point. If you have all of your materials organized before you even go to market, if you have your customer contracts in a safe place, your employee contracts in a safe place, all of your leases and equipment asset lists, everything all organized, then there isn't a huge lift to do when you go to try and market your deal. That's what I would say.
Dionisio Roman III:I think, as far as like what pieces of data become the most important, I think everybody will say the financials. A company that doesn't have an understanding of what their financials are is like the worst kind of company to look at it from an investment perspective. That's the biggest red flags that buyers will call out. Even still, like having a good understanding of your contracts and like the provisions that are within them. Customer contracts might have some examples. Customer contracts might have assignment provisions right. You might have personal guarantees out on leased equipment or loans All of those little things, if they're not top of mind and made available and they get uncovered down the road through due diligence. Those are all things that the buyer has to pledge collateral for, or they have to figure out a plan to replace what you have in place. It's just organization is, I think, the answer to your question. Organize now, because it can't hurt you.
William Lindstrom:Yeah, and I think that's a really good point because I know, just talking to some of the exit planners and some of the wealth managers, there's this fear that if a founder of a company starts to prepare for sale, that they feel like they have to sell. But that sounds like that's a myth. In reality, just preparing for sale at any point in time is actually just good business. Exactly, yeah, so I think that's a big myth that you just uncovered is and that was actually one of my questions, but you just handled that that if you're preparing for sale it doesn't mean you have to sell. That's just a myth. You could keep it as long as you want, but preparation makes for good exits and higher returns.
William Lindstrom:The other thing you talked about I'm also hearing a lot about is that knowing what to do after you sell the company, and I think that touches on identity. A lot of founders they identify with the company and I know I hear people say concerns of when I'm on the golf course and I don't own my company more. Who am I? You mentioned that one of the first things that you work through. So how do you help founders work through that or how do you get them to start thinking about that in a manner where they can let go.
Dionisio Roman III:Yeah, that's a good question. I think oftentimes there's so much buzz around exiting your business and everybody, especially once you get to a certain tier of professionals it's like oh, what multiple did you sell for? People go out for drinks and dinners with their significant others and that's the conversation oh, we exited for 12 times. Oh, that's crazy. And then I'll get a call from one of our clients and they'll say, yeah, my buddy sold for 10 times. Why, you don't think we could push for 11? Those are conversations that people are having constantly.
Dionisio Roman III:So I think, instead of thinking about it in terms of numbers and this comparison game that we as humans tend to play, then you got to think about your specific life and so, honestly, like, where we start is just asking them simple questions like what does selling your business mean to you? If they say, oh, it means I can get this amount of money, that often is an indicator to me that they haven't thought about what it may take to get that amount of money. Or like, yes, you may be able to get a nice payout, but you're talking very high multiples, very high exit. A buyer is going to need to hedge that risk and retain you for five to seven years post-close? Are you ready for that? What if they ask you to roll a portion of the purchase price into their company as skin in the game? Have you considered that? What about if they hold portions back of your payment in the form of earnouts that get delayed so you don't see them for four or five, six years? Have you thought of that? Like all these things, so like that's very easy way to like address the the monetary components of a deal, but even more like deep rooted, I think it's like okay, what's your family situation right now? Are the kids off to college? Are they out of college? You could start to ask all sorts of questions. At that point, I think you become more of a therapist than an MA advisor, but it matters.
Dionisio Roman III:This is a highly emotional process. You spend 20, 30, sometimes 40 years building a business that you're looking to sell. It's not just transaction check done. You might not know what to do with your day after you've been doing something for so long. So you have to think about these things. It's so, so important. That's, I think, something that people often forget or like don't take the time to think about when they enter.
Dionisio Roman III:The only other thought that I would say when it comes to diligence because I know that's what we were kind of focused on at the beginning of this conversation is that a lot of times and I think it's important and people sellers don't often realize this but if you don't have a management team that's able to run your business while you're pursuing a transaction, you have to be very careful how much time you give it. And that goes back to the timing piece we were talking about before, because if you engage in a, say, once you sign LOI, that point from then to closing is exclusive. You're not talking to anybody else. If you're getting pulled away which you will because you're going to be asked a million and one questions they're going to vet every ounce of your business. It's going to take a ton of your time.
Dionisio Roman III:If, during that period, your business starts to take a dive, all of a sudden, two months later you're a month away in your performance. In those past two months you've churned four clients. Now the buyer's like, well, what happened here? And you're like, well, I'm trying to close this deal. So that's another aspect to the whole seller mindset that you have to be prepared for. Bring in extra resources to run the company when you're positioning your company for sale, extra resources to run the company. When you're positioning your company for sale or hire an intermediary that can take do all the heavy lifting for you so that you're not so taken away from your business. Well, there are like a million a million reasons why time kills deals, so it's like impossible to talk about them all. Every deal is a snowflake and you got to think about these things before you even start.
William Lindstrom:But it sounds like you laid some really good foundational elements, which and just to summarize is you got to be organized early, and so it's almost like you have to roll up and think about a perpetual pre-due diligence process, even if you're not thinking about selling right now Organization of books, organization of metrics.
William Lindstrom:And then it also sounds like you got to make sure that you have an awareness of what your situation, or what situation you want personally to look like before and after the sale, because I can imagine, if you're negotiating that in the due diligence process, that's just going to slow everything down and may actually tarnish the relationship. And then the last element it sounds like you just have to have the team in place early enough so that they know how to run the business when you step away because you're almost stepping away to close the deal. Just how long should they think about it? Like, when you're doing a deal, is it three months, six months that you need to step away, or you're not going to be able to focus on your business because you're focused on closing the deal. So is that about the right timeframe?
Dionisio Roman III:Well, honestly, sooner. I think all of these things should be thought of at least within a year of taking something to market. And if you don't have the expertise to do it yourself, you're going to have to spend the money to figure out how to do it properly, and you're going to spend that money, but the return on that investment is going to pay, and then some Because of the lost costs. We're talking about the time you could spend and burn yourself out, have a downswing in your business as a result of pursuing this and then having it not pan out is a major loss. I think you need to at least give yourself a year to organize these things, and I think most buyers as well will want to see a year's worth of financials that are positioned to sell, so that they understand what the true run rate of the business is as well.
Dionisio Roman III:That's part of the game as well. It's like trying to figure out all the adjustments made to P&L, because everybody runs personal expenses through their business, because the strategy is around tax. When you're an entrepreneur, when you're selling your business, the strategy isn't tax. It's trying to get a premium for the cash flow. So it's a totally different way of looking at your P&L. So the sooner you could start to think about how to position that appropriately, the better you'll be and the higher regard you'll be looked at by prospective buyers, which translates to a higher premium.
William Lindstrom:And that just gets back to being organized. If you're organized, you know which expenses would fall under the adjusted column. That's going to make it a lot better. I think back to that whole core of organization, and I know're trying to keep these to like just around 15 minutes, or we're right there. So if you wanted to leave us like with the one critical thought or the one critical takeaway or the one critical point related to time, what would that be?
Dionisio Roman III:Oh man, it's cost. I don't think people realize how closely correlated time is to cost on both sides. Even if it's less tangible and in the form of lost opportunity, it still has a cost, and so just keep that in mind Time equals cost.
William Lindstrom:No, it's excellent, Excellent feedback. Thanks again so much for joining and I really appreciate all your great insights. And with that I'd just like to say thank you.
Dionisio Roman III:You got it Will Happy to be here. Thanks for having me.
William Lindstrom:Absolutely.
