Buyer Narrative And Positioning

---
name: Buyer Narrative and Positioning
description: Builds the equity story the next owner will actually underwrite -- a de-risking ledger, the runway deliberately left unexploited, and every claim graded by proof type -- when you need a growth case that is evidenced rather than asserted.
---

# Buyer Narrative and Positioning

## When to use

Use this skill once the exit route is chosen and the VDD scope is set, before the CIM and management presentation are drafted. It is also the right skill when indicative bids arrive below expectation: the usual cause is not the asset but a growth case the buyer's investment committee could not underwrite. What is built here is the input to those documents, not a substitute for them.

## What it does

Produces: the three questions the buyer's IC will ask and the answers the evidence supports; a de-risking ledger tracking each entry-date risk to its current state; a statement of the value deliberately left for the next owner, with the proof that it exists; a proof grading of every headline claim; and pre-empted answers to the objections the process will raise.

## Method

### Step 1 -- Write the buyer's IC memo before writing your own story

The next owner must justify this asset to their own committee, which asks three things: is the historical EBITDA real, is the growth repeatable by someone who is not you, and what is left for us to do. Draft the answers as they would -- sceptically -- and the gaps appear before the buyer finds them.

### Step 2 -- Build the de-risking ledger

List the risks priced into the entry case, from the original IC memo rather than from memory, and show what happened to each: resolved, reduced, unchanged, or worse. This is the most valuable page in the story because it is auditable against a document the seller wrote before the outcome was known. Include the risks that did not improve. A ledger with no unresolved lines is not read as a clean business; it is read as an incomplete ledger.

### Step 3 -- Decide what runway you deliberately leave

A business with nothing left to do is a bond, not an LBO, and a buyer paying a sponsor multiple needs a plan of their own. Name two or three levers you have consciously not pulled -- a price increase proven in one region, a channel proven in one segment, a geography with a signed reference customer -- and for each give the evidence that it works and the honest reason it was not rolled out. Sizing the lever is legitimate. Booking it in the historical numbers is not, and the buyer's QoE will find it.

### Step 4 -- Grade every claim by proof type

Rank the evidence behind each headline claim: audited or third-party verified, contracted, observed in a defined cohort, management-asserted, or modelled. Anything in the executive summary should sit in the top three tiers. A growth claim resting only on a forward model is the commonest reason a buyer's IC discounts the plan, because the buyer rebuilds the model and keeps only what the history supports. Where the plan assumes less than the business has delivered, say so -- a plan below the delivered run-rate is worth more than an ambitious one.

### Step 5 -- Reconcile the narrative to the numbers

Every figure must tie to the VDD databook and the model, on the same EBITDA definition and the same cohort methodology period to period. Cohort maths is where stories break: a retention number computed one way in the CIM and another in the databook reads as manipulation even when it is carelessness.

### Step 6 -- Position against the comp set you want to be judged by

The comparables the buyer's IC reaches for are chosen partly by how the asset is described. State what kind of business this is in one sentence, and name the comparables that follow. A multiple thesis is credible only when it rests on scale achieved, revenue quality improved, a sector re-rating, or specific strategic value -- never on the assertion that the business deserves more.

### Step 7 -- Pre-empt the three hardest objections

Write each objection in the buyer's own words, the honest answer, and the evidence. An objection with no evidenced answer is a finding for the deal team, not a drafting problem to be solved with better adjectives.

## Inputs

- The original IC memo: entry thesis, risk matrix, and returns assumptions
- Current financials, the VDD databook, and the cohort and retention data
- The value creation plan and what was actually delivered against each lever
- Results of any pilots, tests, or single-market launches not yet rolled out
- Chosen exit route and the buyer universe map

## Output format

Six sections:
1. The buyer's three questions, each with the answer the evidence supports
2. De-risking ledger: one line per entry-date risk, with its current state
3. Runway left for the next owner: two or three levers, each with evidence and sizing
4. Proof grading of headline claims, with anything modelled flagged as modelled
5. Positioning statement, comp set, and the multiple thesis in one paragraph
6. Three pre-empted objections with answers and evidence

Total length: 1,200-1,600 words. Written for the deal team, the advisor and management.

## Example

**De-risking ledger and runway (fictional -- Northwind Learning):**
Entry was $14M of EBITDA at 9.5x, an EV of $133M, on revenue of $62M. The primary entry risk was concentration: 61% of revenue, or $37.8M, sat on one government framework due for re-tender in year three. At exit, revenue is $96M and EBITDA $24M; the framework was re-won on a five-year term and is now $32.6M, or 34% of revenue. The second risk was financial control -- a 31-day close, no audit history -- now an 8-day close and three clean audits. Both lines are checkable against the acquisition memo, which is the point of the format.

The runway left is pricing. A 6% list increase tested in one of five regions realised 5.1%, with churn 40bps above the control group, and has not been rolled out. At group scale that is roughly $4.9M of revenue and, at about 70% flow-through on a price increase, some $3.4M of EBITDA. It is sized in the story, evidenced by the test, and deliberately absent from both the historical numbers and the plan -- which assumes 108% net revenue retention against the 112% delivered on the 2023 cohort.