CEPA key terms
CEPA · Get comfortable with the vocabulary.
- Exit Plan
- Related: Value Acceleration Methodology, Exit Objectives, Gap Analysis
A written roadmap that sets the owner's target exit date, desired outcome, and the business and personal steps required to leave the company on the owner's own terms.
- Value Acceleration Methodology
- Related: Three Legs of the Stool, Prioritized Action Plan, Intangible Capital
A disciplined process that raises company value before sale by improving intangible capital, aligning personal and financial readiness, and executing a prioritized action plan over a multi-year timeline.
- Triggering Event
- Related: Exit Plan, Owner Readiness
A life or business event such as illness, divorce, burnout, partner death, or an unsolicited offer that suddenly forces an owner to consider or accelerate an exit.
- Three Legs of the Stool
- Related: Owner Readiness, Personal Financial Readiness, Transferable Value
A model holding that a successful exit rests equally on business readiness, personal readiness, and financial readiness; weakness in any leg destabilizes the whole plan.
- Gap Analysis
- Related: Prioritized Action Plan, Wealth Gap
A comparison of where the business and owner stand today against the desired exit outcome, used to identify missing value, skills, resources, or time.
- Owner Readiness
- Related: Three Legs of the Stool, Life After Business Plan
The degree to which an owner is emotionally, financially, and practically prepared to leave the business, including clarity about identity and purpose after the sale.
- Exit Objectives
- Related: Exit Plan, Discovery Interview
The owner's stated priorities for an exit, including timing, desired proceeds, preferred buyer type, and legacy concerns, documented before any transaction work begins.
- Discovery Interview
- Related: Exit Objectives, Engagement Letter
A structured conversation in which the advisor learns the owner's goals, fears, family situation, and financial picture before recommending any exit strategy or sequencing.
- Prioritized Action Plan
- Related: Gap Analysis, Value Acceleration Methodology
A sequenced list of specific, assigned, and time-bound tasks that closes the gaps identified for the business and the owner, reviewed and updated at regular intervals.
- Engagement Letter
- Related: Advisory Team, Discovery Interview
A written agreement defining the scope, deliverables, fees, responsibilities, and limitations of an advisor's work with an exit planning client and the client's other advisors.
- Business Valuation
- Related: Fair Market Value, EBITDA Multiple
An opinion of what a company is worth at a given date, based on its earnings, assets, market comparisons, and assessed risk profile.
- Fair Market Value
- Related: Business Valuation, Discount for Lack of Marketability
The price at which property would change hands between a willing buyer and a willing seller, neither under compulsion to act and both reasonably informed about relevant facts.
- EBITDA Multiple
- Related: Business Valuation, Value Driver
A valuation shorthand in which a company's earnings before interest, taxes, depreciation, and amortization are multiplied by an industry-derived factor to estimate enterprise value.
- Discount for Lack of Marketability
- Related: Fair Market Value, Business Valuation
A reduction in value applied to ownership interests that cannot be quickly sold in a public market, reflecting the cost and time required to find a buyer.
- Value Driver
- Related: Transferable Value, Customer Concentration
A business characteristic such as recurring revenue, diversified customers, strong management, or documented systems that materially increases what a buyer will pay.
- Customer Concentration
- Related: Value Driver, Customer Capital
The share of revenue coming from a single customer or small group of customers; high concentration raises buyer risk and typically lowers the valuation multiple.
- Transferable Value
- Related: Intangible Capital, Key Person Dependency
The portion of company worth that survives the owner's departure because it depends on systems, people, and customers rather than on the owner personally.
- Intangible Capital
- Related: Human Capital, Structural Capital, Customer Capital
The non-physical assets of a business, including relationships, know-how, processes, brand, and culture, that increasingly drive enterprise value and buyer interest.
- Human Capital
- Related: Structural Capital, Key Person Dependency
The skills, experience, motivation, and productivity of the people working in the business, including the owner's own capabilities and the depth of the management bench.
- Structural Capital
- Related: Human Capital, Transferable Value
The documented systems, processes, data, and intellectual property that allow a business to operate consistently without depending on any single individual.
- Customer Capital
- Related: Customer Concentration, Intangible Capital
The strength and loyalty of a company's customer relationships, including recurring revenue, retention rates, referral flow, and breadth of the customer base.
- Key Person Dependency
- Related: Transferable Value, Business Continuity Plan
A condition in which revenue, knowledge, or relationships are concentrated in one or two individuals, creating risk that reduces the company's value to a buyer.
- Business Continuity Plan
- Related: Key Person Dependency, Exit Plan
A documented set of arrangements that keeps the company operating and protects value if the owner or another critical person dies or becomes disabled.
- Personal Financial Readiness
- Related: Wealth Gap, Three Legs of the Stool
The condition of an owner's personal balance sheet, income needs, and available liquidity such that exiting the business will not jeopardize the owner's desired lifestyle.
- Wealth Gap
- Related: Personal Financial Readiness, Gap Analysis
The difference between the after-tax proceeds an owner expects from a sale and the amount needed to fund the owner's desired post-exit lifestyle.
- Life After Business Plan
- Related: Owner Readiness, Exit Objectives
A personal plan describing how the owner will spend time, find purpose, and maintain relationships after exit, reducing the risk of post-sale regret.
- Third-Party Sale
- Related: Internal Transfer, Letter of Intent
A transaction in which the owner sells the business or its assets to an unrelated outside buyer, typically for cash and often at the highest available price.
- Internal Transfer
- Related: ESOP, Third-Party Sale
A sale of the business to insiders such as family members, managers, or employees, often structured over time and frequently at a lower price than an outside sale.
- ESOP
- Related: Internal Transfer, Recapitalization
An employee stock ownership plan, a qualified retirement trust that buys company shares, letting owners sell gradually while employees gain ownership and the company gains tax benefits.
- Recapitalization
- Related: Third-Party Sale, ESOP
A transaction in which an owner sells a majority or minority stake to an investor while retaining equity and often a management role, providing partial liquidity and a second bite.
- Letter of Intent
- Related: Due Diligence, Third-Party Sale
A typically non-binding document summarizing the proposed price, structure, and key terms of a transaction, setting the framework for due diligence and definitive agreements.
- Due Diligence
- Related: Letter of Intent, Confidentiality Agreement
The buyer's structured investigation of a target's financial, legal, operational, and customer records to confirm value and surface risks before closing.
- Asset Sale versus Stock Sale
- Related: Installment Sale, Letter of Intent
Two transaction forms: an asset sale transfers selected company assets and liabilities, while a stock sale transfers ownership of the entity itself, producing different tax outcomes for each side.
- Installment Sale
- Related: Asset Sale versus Stock Sale, Recapitalization
A sale in which the buyer pays the price over multiple years, letting the seller spread gain recognition across tax years and providing income after exit.
- Grantor Retained Annuity Trust
- Related: Internal Transfer, Installment Sale
An estate planning trust to which an owner transfers business interests while retaining an annuity; appreciation above the IRS hurdle rate passes to heirs with reduced gift tax.
- Advisory Team
- Related: Exit Planning Advisor, Engagement Letter
The coordinated group of professionals, typically an exit planner, CPA, attorney, investment banker, wealth advisor, and insurance specialist, guiding an owner through the exit.
- Exit Planning Advisor
- Related: Advisory Team, Engagement Letter
The professional who leads an owner through the exit planning process, coordinating the other advisors and keeping business, personal, and financial goals aligned.
- Confidentiality Agreement
- Related: Due Diligence, Letter of Intent
A contract obliging a prospective buyer or advisor to keep sensitive company information secret and to limit its use to evaluating the proposed transaction.