Backed by Y CombinatorFour documents and three sheets that price every exit-readiness finding against the deal's own multiple, then rank the list by dollars rather than category.
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Pack of 7 files: 4 documents, 3 spreadsheets
Exit Process Checklist for Private EquityValue Driver Register
Every finding priced against the deal's own terms, then ranked by dollar figure rather than by category.
| Rank | Finding | Category | Pricing Basis | Dollar Figure at Risk |
|---|---|---|---|---|
| — | — | — | — | — |
| — | — | — | — | — |
| — | — | — | — | — |
A checklist tells a seller what to look at. This register tells them what each finding costs, so the ranking matches what a buyer's own diligence will do with it.
Kilcolman Industrial Supply, a lower-middle-market industrial distributor, carries a $69,300,000 headline enterprise value in Strathfell Capital Partners' letter of intent: 7.5 times a $9,240,000 adjusted EBITDA. Three findings price out against those exact terms. A $340,000 add-back for consulting fees that two years of recurring invoices disqualify from a quality-of-earnings review: $2,550,000 at the deal's own multiple. An unsubstantiated federal research credit spanning three tax years: $285,000 at its face amount. A customer contract requiring consent to assign: $6,300,000. The three sum to $9,135,000, 13.2 percent of the deal.
Page one for 'exit process checklist private equity' is a checklist ordered financial, then commercial, then legal and tax. Every result tells a seller what to look at; none assigns a dollar figure, so findings get fixed in whatever order a table of contents lists them, not the order that protects the most value. The gap has an arithmetic answer. Price an earnings-quality finding, the kind normalizing a target's EBITDA exists to catch, at the amount in question times the deal's own multiple. Price a liability at its direct dollar exposure, no multiple applied.
The customer contract is the case that matters most. Ellerslie Regional Utilities is 9.09 percent of Kilcolman's revenue, and the same concentration a buyer's commercial diligence prices becomes a specific consent requirement under an asset-deal structure. Priced at its EBITDA contribution times the multiple: $6,300,000, 69 percent of the total at risk, filed under 'commercial,' after 'financial statement integrity,' on a category-first checklist. The R&D credit uses the other basis: the IRS's four-part test has to be met for each claimed year, or the credit is owed back at face value, no multiple applied.
Value Driver RegisterIllustrative. Kilcolman Industrial Supply, a fictional industrial distributor. Strathfell Capital Partners' letter of intent: 7.5x a $9,240,000 adjusted EBITDA, a $69,300,000 headline enterprise value.
| Rank | Finding | Category | Basis | Dollar Figure at Risk | Share |
|---|---|---|---|---|---|
| 1 | Customer contract assignment gap, Ellerslie Regional Utilities | Commercial | Earnings-quality | 6,300,000 | 69.0% |
| 2 | EBITDA quality: warehouse management system consulting fees | Financial | Earnings-quality | 2,550,000 | 27.9% |
| 3 | R&D credit substantiation gap, IRC Section 41 | Tax | Direct dollar | 285,000 | 3.1% |
| TOTAL VALUE AT RISK | 9,135,000 | 100.0% | |||
13.2 percent of the $69,300,000 headline price. Ranked by category instead, the customer contract, 69.0 percent of the total, would file under "commercial," several lines after "financial statement integrity."
Buyer RegisterSix buyers approached. Two strategics have passed or gone quiet; the process is in letter-of-intent negotiation with one financial sponsor.
| Buyer | Type | Stage | Indication of Interest |
|---|---|---|---|
| Strathfell Capital Partners | Financial Sponsor | LOI negotiation | $69,300,000 EV, 7.5x, all-cash, 45-day exclusivity requested |
| Ardnamurchan Industrial Holdings | Strategic | Mgmt. presentation held | — |
| Kinlochewe Distribution Group | Strategic | NDA signed, CIM sent | — |
| Torridon Capital | Financial Sponsor | Stalled, no response | — |
Strathfell's letter of intent is the multiple every earnings-quality finding on the Value Driver Register is priced against.
Preparation TrackerThe register's three findings, turned into owned, dated work before Strathfell's confirmatory diligence reaches them.
| Finding | What Fixing It Requires | Owner | Status |
|---|---|---|---|
| Ellerslie contract, 6,300,000 | Written consent to assign, or a consent-and-estoppel letter | General Counsel | In progress |
| WMS consulting add-back, 2,550,000 | Restated schedule reclassifying it as recurring opex | CFO | In progress |
| R&D credit, 285,000 | Four-part-test documentation for each of 3 tax years | Outside tax counsel | Blocked |
Ordered by the register's own dollar rank, not by which item happened to be easiest to close first.
Every finding priced against the deal's own multiple or at its direct dollar exposure, ranked largest to smallest rather than by category.
The register's findings narrated in rank order: what a reviewer would find, what fixing it requires, and what the assessment did not cover. The same rank-by-dollars discipline carries into a post-close review once the deal is done.
One row per buyer, strategic or financial sponsor, with stage, materials sent, and indication-of-interest terms once one arrives.
The anonymized teaser and the named confidential information memorandum, built from the same adjusted EBITDA the register already priced.
A slide-by-slide outline for the management team's buyer meeting, built from the same numbers as the CIM.
The dated path from preparation through close, with every milestone that depends on a fixable finding flagged explicitly.
The register's fixable findings turned into owned, dated remediation work, ranked by the same dollar figure.
The space rule. No severity score and no ordinal rating, only a dollar figure and the basis it was computed on, so the register can be ranked and summed rather than merely read.
Open the pack in River and let the agent price your own deal's findings, or download the blank Word and CSV files instantly.
The headline multiple and the EBITDA it applies to, even from a preliminary indication of interest, plus whatever findings already exist from a QoE read or counsel's cleanup pass.
An earnings-quality finding at the amount in question times the deal's own multiple, the same number behind every mark this fund carries; a liability at its direct dollar exposure, no multiple applied.
Build the Buyer Register and Buyer Approach Materials, checking each disclosed item against what a buyer's own data room review is about to surface anyway.
Yes. The Value Driver Register, Buyer Register and Preparation Item Tracker sheets, plus the Exit Readiness Assessment, Buyer Approach Materials, Management Presentation Outline and Process Timeline documents, download free with no account and no time limit. Edit with AI opens the same pack in River with an agent already primed to price your own deal's findings.
It creates a free account, installs this exact pack as a private space, and opens it with River already primed to ask for the deal's terms and whatever findings already exist. Nothing is shared with other firms or buyers, and no finding is priced until you confirm the multiple and the amount behind it.
Neither. This space prices what a buyer's diligence is about to find while there is still time to fix it, and runs the process of turning that finding into a closed deal. Selecting a sell-side advisor, negotiating terms, and the quality-of-earnings review itself stay with the professionals a seller already retains for those roles.
A finding that questions normalized EBITDA, an add-back a review would disallow, gets the deal's own multiple applied to the disputed amount, since that multiple already prices every dollar of the business's earnings. A finding that is a plain liability, an unsubstantiated tax credit, a working capital shortfall, is owed dollar for dollar and gets no multiple at all.
Word documents for the Exit Readiness Assessment, Buyer Approach Materials, Management Presentation Outline and Process Timeline, and CSV for the Value Driver Register, Buyer Register and Preparation Item Tracker sheets. The documents open in Word, Pages and Google Docs; the sheets open in Excel, Numbers and Sheets with every column intact.
Only where it applies. The 2026 Hart-Scott-Rodino size-of-transaction threshold is $133.9 million; Kilcolman's $69.3 million deal sits well under it, so its own timeline carries no federal waiting period. A larger deal's Process Timeline should flag the filing and its 30-day initial wait explicitly in the closing phase.
Written by
Co-founder & CEO, River
Chandler has spent the last six years working in AI, building tools for millions of users and Fortune 100 companies. In 2025, he co-founded River to build a new kind of operating system for AI agents.
Send the company financials, the deal terms you're working from, and whatever findings you already suspect. The first pass prices and ranks every one of them.
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