The Exit Ready Series · Post R.19
View the full series →The Call They Weren't Expecting
The buyer's diligence team will call your customers. The question is whether they already know something is happening — or whether the call is how they find out.
The buyer's commercial diligence team sends a list to Ed's attorney. Nine names. Next to each name is a company, a title, and a phone number. The cover note says: Customer reference calls. We’d like to schedule these over the next two weeks.
Ed already knows how this goes. He watched the buyer's team dissect the Westbrook relationship in The 25% Cliff. Diane told him herself: the relationship was real, the contract was not great, and she was 58. That finding cost $275K.
Now the buyer wants to call eight more.
None of them know Meridian is being sold.
The three questions behind every call
Customer reference calls are standard in mid-market diligence. The buyer is not calling to introduce themselves. They are calling to answer three questions the seller cannot answer on his own behalf.
The first question is whether the revenue is real. The reference call confirms the customer's version matches the seller's — purchase volumes, contract terms, pricing, satisfaction. Discrepancies between the customer's account and the data room are findings.
The second question is whether the relationship transfers. The buyer is listening for a specific signal. If the customer says "I work with Meridian," the relationship is institutional. If the customer says "I work with Ed," the relationship is personal. Personal relationships get discounted because they leave when the founder leaves.
The third question is the one founders miss. The buyer's analyst is trained to listen for surprise — the customer hearing for the first time that the business is being sold. A customer who already knows responds with calm, informed answers. A customer hearing it cold responds with questions, hesitation, and concern.
This is The Call They Weren't Expecting — the moment the buyer discovers whether the founder prepared his customers for a transition or left them to find out from a stranger.
Surprise is a finding. Unprepared customers are flight risks.
Eight names, one weekend
Ed had already seen what the buyer did with Westbrook. He knew the playbook. He had weeks between that finding and this list.
He had not called any of the eight.
His reasons were the reasons every founder gives. Confidentiality provisions he had interpreted too broadly.Fear that customers would start looking for alternatives. Timing that never felt right. The same reasons that had kept him from preparing Diane's accounts before the Westbrook finding landed.
Ed's attorney negotiated a protocol: Ed would contact the eight first. The buyer's analyst would follow up within seventy-two hours. Ed had one weekend.
He made five calls. Three went well — the customer already suspected something, and the conversation was brief. Two went poorly — one asked whether Ed would still be involved, and "available during the transition" was not the answer she wanted.
The three calls Ed did not make were the three he was most afraid of. The buyer's analyst reached those three first. Each one was hearing about the sale for the first time.
What Ready Looks Like
Customer communication before a sale process is not about disclosure. It is about positioning. The founder is not telling customers "I am selling." The founder is telling customers "this business is built to run without me."
Introduce a second point of contact on every top-ten account. Not a handoff — an addition. By the time the deal starts, the customer should have a relationship with someone other than the founder.
Formalize the service narrative. Every top-ten customer should hear, in the normal course of business, that the company is building the team for the next phase. When the buyer's reference call comes, the customer who has been hearing this for a year responds with confidence rather than surprise.
Paper every relationship. Current contracts. Documented pricing. Renewal terms on file. A customer governed by a signed agreement responds differently to a change-of-control conversation than one governed by a handshake.
For Meridian, none of these were true.
The buyer's deal lead calls Ed's attorney on a Wednesday.
"Three of eight were unaware of the transaction. Two expressed concern about continuity. One mentioned a competitive evaluation."
Ed is quiet. He has heard this shape before.
"The reference calls confirmed what the Westbrook analysis already showed. The customer base is founder-held. The transition risk is higher than the deck suggested."
"How much?"
"You'll see it in the closing memo."
What this cost Ed: $145K.
The buyer's commercial team priced the customer-transition risk surfaced during reference calls. Three unprepared customers, two concerned responses, and one competitive evaluation confirmed what The 25% Cliff had already signaled: Meridian's revenue was personally held, and Ed had done nothing to prepare his customers for a world without him in it.
The $145K is sized separately from the Westbrook finding. The 25% Cliff priced the concentration risk — one customer at 26% of revenue. This finding prices the pattern across the remaining eight: unprepared customers, no second contacts, no transition narrative. Different risk, different line item.
The Westbrook finding had given Ed a preview. He had seen the buyer's playbook. He had weeks to prepare. He made none of the calls that would have mattered until the buyer's list forced his hand.
Don't be Ed.