Howard Johnson, Head of Canadian M&A at Kroll Corporate Finance, breaks down what actually drives valuation beyond EBITDA, how working capital pegs and deal structure play out in the real world, and the mindset buyers are really looking for.
From buyer psychology to reporting systems, this is a masterclass in how to build a high-value, transferable business. We also get into strategic vs. financial buyers, the rise of fractional CFOs in deal prep, and how to avoid stuckholder syndrome — when founders hold the business back by staying too embedded in the day-to-day.
Whether you’re starting to think about succession or just want to sharpen your foundation, this episode is packed with practical insights on getting buyer-ready.
Key Moments:
1:10 – Current state of the M&A market
4:35 – Differences between private equity and strategic buyers
8:20 – Why a strong finance function is essential for exit readiness
9:20 – Avoiding “stuckholder syndrome” — when owners hold the business back
13:15 – Thinking beyond EBITDA when it comes to valuation
17:40 – Working capital pegs explained — what they are and why they matter
21:05 – The role of fractional CFOs in preparing for a transaction
25:50 – What makes a business transferable (and where founders get stuck)
30:45 – Founder-led vs. institutionally-backed businesses
34:30 – Succession planning as part of business strategy
38:20 – What buyers look for in systems, reporting, and team depth
42:00 – Final advice for owners thinking about exit
