Founder FAQ: Submitting a Deal to Andrew Wilkinson & Tiny (Docs, Data Room, Next Steps)

Founder FAQ: Submitting a Deal to Andrew Wilkinson & Tiny (Docs, Data Room, Next Steps) is the no-nonsense guide I give founders who want a fast, clean process and a fair price.
You’ll see exactly what to send, how to stage your data room, and what happens after you hit “submit.”
I’ll keep it first person, plain English, and every sentence on its own line.
I’ll add copy-paste checklists and internal links for deeper tactics where it helps.

H2 — Are you a fit in 60 seconds

I buy simple, durable, profitable businesses where earnings are repeatable and cash-backed.
If you’re ~$1M+ EBITDA with stable cohorts, clean books, and no single customer or platform over 25%, you’re likely in range.
If you’re still calibrating your messaging and focus, skim this first for tone and brevity: For more on concise writing, see our blog post: I Don’t Respond to Long Emails.

H2 — What to send in your first email (four lines)

Line 1: What you are and who you serve in one sentence.
Line 2: TTM revenue, TTM EBITDA (or SDE), growth rate, and gross margin.
Line 3: Retention, concentration, and pricing power in a phrase.
Line 4: Your preferred terms and a ~30-day close timeline.
For a mindset reset on ruthless focus, see our blog post: Delete 95% of Your Email.

H2 — Teaser deck I actually read (8 slides)

I want truth and signal, not theater.
Slides: snapshot, three-year financials + TTM, unit economics, cohorts/retention, customer mix, moat, org chart, risks + what you want in the deal.
Label every chart and tie numbers to bank.
For story over jargon, see our blog post: Never Tell, Always Storytell.

H2 — Data room: the Vital 20% to share first

I move fastest when your room opens with the essentials.
Upload first: TTM P&L tied to bank, last three fiscal years, cash→accrual bridge, labeled add-backs, AR/AP aging, deferred revenue or inventory schedules, top-20 customers by month (36 months), contracts, and org chart.
Hold the rest in reserve until needed to keep signal high.

H2 — Financial tie-outs and add-backs (how I verify)

I reconcile revenue to bank deposits and show a clean cash→accrual bridge.
I accept one-time add-backs with receipts and a one-sentence rationale.
I cut “fictional” add-backs that would recur after close.
For a deeper checklist, see our blog post: Quality of Earnings for SMBs.

H2 — Revenue recognition and deferred revenue (plain English)

I want your recognition policy in five lines and one sample invoice traced to the bank.
If you prebill, I treat deferred revenue as a real liability and include it in the working-capital conversation.
If terms changed, show churn/NRR before and after the change.

H2 — Unit economics and cohorts I trust

Show contribution margin per order or customer after all variable costs.
Give me CAC, payback, and LTV with exact data sources.
Plot 12–36 month cohorts with GRR and NRR and annotate dips with fixes.

H2 — Customer concentration and a smart reference plan

If a customer is >25% of revenue, show contract terms and renewal history.
I’ll do a few reference calls with a short script focused on stickiness and price headroom.
Have your customers ready with a one-page continuity note.

H2 — Working capital peg without drama

We price cash-free, debt-free, with a normalized net working capital peg from 12 monthly snapshots.
We define inclusions and exclusions in one paragraph and agree to a dollar-for-dollar true-up at close.
For examples you can borrow, see our post: Working Capital Peg Explained.

H2 — Legal and IP documents that make diligence boring

I want clean IP assignments for employees and contractors, a current cap table, key customer and vendor contracts, and any change-of-control or consent requirements listed early.
Boring legal is fast legal.
If you like capital allocation war stories, here’s a fun one: A $3,600 Keyboard and a $66 Million Dollar Investment.

H2 — Tax and compliance posture (no skeletons)

List jurisdictions, filings, and any exposure with a simple mitigation plan.
Confirm sales tax/GST/VAT, payroll, and privacy compliance if you’re global.
Surprises here slow or kill deals, so be direct.

H2 — Tech and security one-pager I scan first

Give me architecture, key vendors, access hygiene/SSO, backups and RTO/RPO, incident history, and single-point-of-failure risks.
If one engineer holds the keys, we’ll plan a short, paid transition to fix it.
Clarity beats cleverness every time.

H2 — Team, SOPs, and replaceability

Show an org chart with roles, comp bands, and who owns which metrics.
Attach your top 10 SOPs so the machine runs without the founder.
Predictability is the asset I buy.

H2 — LOI structure: binding vs non-binding guardrails

Economics stay non-binding so we can iterate without heavy legal fees.
Exclusivity, confidentiality, expenses, governing law, and announcements are binding.
I include a short peg paragraph and a modest escrow so we can move.
If you want a ready template, copy our plain-English LOI in the post: For more on LOIs, see our blog post: Never Tell, Always Storytell.

H2 — Exclusivity, cadence, and the realistic timeline

With a tight room, I can issue an LOI in 7–10 days and close in ~30 days.
We run daily progress, weekly summaries, and a single Q&A thread to avoid drift.
Short, numbered emails get answered first.
For writing rhythm, see: 02: Journaling With AI.

H2 — Communication hygiene that halves the timeline

One owner per domain, one checklist, one weekly summary.
Questions in a single thread with clear owners and dates.
Decisions captured inline so nobody re-asks the same thing.
For why brevity wins, see: I Don’t Respond to Long Emails.

H2 — Common red flags and fast, founder-friendly fixes

Red flags: messy cash recognition, “trust-me” add-backs, hidden liabilities, orphaned IP, and platform dependence with no mitigations.
Fixes: tie revenue to bank, cut fictional add-backs, clear the legal brush, and write a two-bullet platform risk plan.
I pay for candor and clean fixes.

H2 — How to present your moat in one page

Tell me the thing a smart competitor can’t copy in 12 months.
Show data lock-in, workflow depth, switching costs, brand trust, or network effects with real numbers.
One page beats ten fuzzy slides.

H2 — The first 30 days after you submit (day-by-day)

Days 1–3: We talk, you share the 8-slide deck and Vital 20% room.
Days 4–10: We align on structure, sign the LOI, and start focused diligence.
Days 11–20: We verify tie-outs, cohorts, legal/IP, and draft the SPA.
Days 21–30: We finish mark-ups, lock funds flow, and kick off the Day-1 plan.
If you want context on how I make decisions, read: Are You Insane.

H2 — What happens the day after close

We keep your team intact, set a weekly KPI cadence, and make Day-1 calm for customers.
We remove distractions so your operators can keep winning.
You exit with pride, not burnout.

Copy-Paste: Data Room “Vital 20%” Checklist

Financials
TTM P&L tied to bank, last three fiscal years, cash→accrual bridge, labeled add-backs.
AR/AP aging, deferred revenue or inventory schedule, refunds and chargebacks if relevant.

Customers & Cohorts
Top-20 customers by month (36 months).
GRR/NRR and cohort charts with short annotations.

Legal & IP
Cap table, contracts with change-of-control, IP assignments, any litigation or claims.

Ops & People
Org chart with roles, comp bands, top 10 SOPs.
Key vendor list with terms and SLAs.

Tech & Security
Architecture, access hygiene/SSO, backups and RTO/RPO, incident log, single-point-of-failure notes.

FAQs

What file formats should I use for the data room.
PDFs for executed docs, CSV/XLSX for tables, and a short README.md to explain structure.

Do you need audited financials to issue an LOI.
No.
I need reconciled statements tied to bank and a clean bridge to accrual.

Can we skip the teaser deck if my email is strong.
Yes if your email hits the four lines and your Vital 20% is ready.
A tight deck still speeds internal approvals.

What’s the fastest realistic timeline to close.
~30 days with a ready room, crisp answers, and standard docs.

How do I balance multiple buyers without burning time.
Run a handful in parallel until you have a clean LOI, then go exclusive to move fast.

Will you consider an earnout.
If there’s a near-term catalyst both sides believe in.
Keep it ≤18 months, ≤20–25% of price, one metric, governance locked.

How big is a typical escrow and how long.
Often 5–15% for ~12 months with a cap and a small basket.

What if my top customer is >25% of revenue.
Show contracts, renewal history, and a plan to dilute concentration.
We may tweak terms, but it’s not fatal.

How should I present platform risk.
Name the risk, show mitigations, and include a two-bullet action plan.
I price clarity higher than spin.

How do I write emails that get answered fast during diligence.
Use numbered bullets, one ask per line, and put the decision up top.
For tone and cadence, read: I Don’t Respond to Long Emails.

Where do founders quietly lose money at closing.
Vague working-capital definitions, sloppy earnout metrics, and unlimited indemnities.
Fix those in the LOI.

Do I need a formal QoE.
A QoE-lite pack is enough to get to LOI.
We expand only if something doesn’t tie out.

Conclusion

Founder FAQ: Submitting a Deal to Andrew Wilkinson & Tiny (Docs, Data Room, Next Steps) is about clarity, speed, and proof.
Send a four-line email, attach an 8-slide deck, stage the Vital 20%, lock a clean peg, and keep Q&A in one thread.
Do that and we can likely issue an LOI in 7–10 days and close in ~30 with more cash at close and less drama.
Get Your Copy of Never Enough at https://www.neverenough.com/

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