How do you run a 90-day M&A readiness sprint?
A practical handbook for the 90 days before going to market. Three 30-day phases, six diligence categories, and the three narrative documents most sellers don't think to write.
Quick answer
A 90-day M&A readiness sprint for a 50-200 person Canadian oil and gas operator runs in three phases. Days 1-30: the honest audit (asset inventory, cyber posture score, vendor map, narrative documents). Days 31-60: fix the top three issues (close cyber gaps that will fail diligence, consolidate vendors with painful exit terms, document operational knowledge tied to specific people). Days 61-90: build and pressure-test the data room. Operators who run this preserve 10-15% of valuation that would otherwise come out in diligence pricing pressure.
1. Why does the 90-day sprint matter?
Most mid-market Canadian energy operators go to market without preparation. They engage a banker. The banker requests data room contents. The team scrambles for 30-60 days producing what they can. The buyer's diligence team arrives and finds operational issues the seller's team didn't know existed.
By week three of formal diligence, the buyer has formed their thesis. The thesis includes the operational issues that surfaced. They price those issues into the offer. The valuation impact is typically 0.5-1.5 multiple turns - on a $50M revenue operator at a 5× multiple, that's $25-75M of variance attributable to preparation quality.
The 90-day sprint puts the discovery on your calendar, not the buyer's. The audit happens before LOI. The remediation happens with your time and your budget. The data room arrives polished and pressure-tested. The narrative is yours.
The 90-day sprint costs roughly 200-400 hours of internal time plus optional external facilitation. The valuation upside is typically $10M+ on a mid-market transaction. No other operational investment we've seen produces this ratio of effort to outcome.
2. Phase 1 (Days 1-30) - The honest audit
The first 30 days are diagnostic. The goal is honest cataloguing of what the buyer's team will find. The audit is uncomfortable because it requires honesty about your own operation. Honest discomfort is the point.
The six diligence categories
Work through each category systematically. The deliverable from Phase 1 is a one-page findings document per category.
- Financial integrity - three years audited financials, clean trial balance, reconciled balance sheet
- Production data integrity - well-by-well monthly production, three years history, reconciled to revenue
- Operational discipline - AFE register reconciled, JIBs current, regulatory filings up to date
- Technical and IT capability - system inventory, architecture diagrams, vendor stack, contract terms
- Cyber posture - twelve controls deployed, documented, recently tested (composite score computed)
- People and culture - key person retention plans, employment agreements, knowledge transfer feasibility
Each one-page findings document includes: top three issues in that category, materiality flag (high/medium/low), suggested owner for remediation, effort estimate.
One page per category, six pages total:
| Field | Content |
|---|---|
| Category | e.g., Cyber Posture |
| Current state summary | 2-3 sentences honestly describing where the operation stands |
| Top issue 1 | Specific finding + materiality + owner + effort |
| Top issue 2 | Same structure |
| Top issue 3 | Same structure |
| Diligence readiness rating | 1-5 scale (1 = unprepared, 5 = audit-ready) |
3. Phase 2 (Days 31-60) - Fix the top three
Across the six categories of findings, identify the top three issues by potential multiple impact. Top three overall, not top three per category. Concentrated remediation produces concentrated improvement.
The most common high-impact findings
Across operators we've worked with, the top-three patterns repeat:
Pattern A - Unreconciled JIB receivables aged 12+ months
Fix: Focused 30-day reconciliation push. Categorize each aged item (dispute, data integrity, collection). Resolve disputes. Reconcile data integrity issues. Pursue real collection actively. Typically recovers 80-90% of aged balances.
Pattern B - Cyber posture documentation gaps
Fix: Document what already exists. Named products, deployment coverage, recent test evidence. Compute composite cyber score. Address the lowest-scoring controls in the 30-day window. Plan the rest as roadmap.
Pattern C - Vendor contract messiness
Fix: Full vendor inventory. Identify change-of-control clauses. Identify auto-renewal traps. Renegotiate where leverage exists. Plan to renegotiate the rest as post-LOI activity.
Pattern D - Production data variances
Fix: Month-by-month reconciliation between volumes and revenue. Signed-off variance explanations. Documented patterns that explain unusual months (workover, partner true-up, allocation change).
Some findings genuinely cannot be fixed in 30 days. Major system migrations, comprehensive cyber posture overhaul, full vendor stack consolidation. Don't try to fix them under sprint pressure. Document them as known issues with planned remediation. Disclose proactively. The buyer respects honest disclosure with credible plans more than unrealistic promises.
4. Phase 3 (Days 61-90) - Build and pressure-test the data room
The final 30 days produce the actual data room. Twelve top-level folders following the buyer's diligence team's standard structure.
The twelve folders
- Corporate - incorporation, governance, ownership, cap table
- Financials - audited statements, monthly close reports, tax filings
- Production - volumes, working interest, allocations, hedge book
- Reserves - reserves report, decline curves, type curves
- Operations - AFEs, JIBs, partner statements, field operations
- Regulatory - AER filings, environmental compliance, permits
- Commercial - gas plant agreements, midstream contracts, marketing
- IT and Cyber - system inventory, architecture, twelve controls evidence
- Vendors - vendor list, contracts, materiality flags
- People - org chart, employment agreements, key person plans
- Legal - litigation, contracts, IP, claims
- Narrative documents - operations narrative, IT capability narrative, cyber posture narrative
The pressure test
Days 76-90: a trusted M&A advisor - not your eventual banker, somebody you trust who has done this before - pressure-tests the data room. Two days of focused work:
- Walks the data room as if they were a buyer's analyst
- Identifies gaps, inconsistencies, surprising findings
- Asks the questions a sophisticated buyer would ask
- Documents the issues for you to fix before going to market
Fix what they find. Now you're ready to go to market.
5. What are the three narrative documents the buyer wants?
Folder 12 contains the most underused asset in mid-market data rooms. Three narrative documents that frame the operation deliberately rather than letting the buyer construct framing from fragments.
Document 1 - Operations Narrative
12-20 pages. Tells the operation's story compactly. How the business has been built. What strategic decisions were made. How operations have evolved. Where the operation is mature. Where it's developing. What the next 12-24 months looks like.
Document 2 - IT Capability Narrative
12-20 pages. Tells the IT story. The six sections: executive summary, operational IT capability and history, cyber posture and the twelve controls, vendor stack and rationale, integration considerations for the buyer, open improvement areas and roadmap.
Document 3 - Cyber Posture Narrative
8-12 pages. Tells the cyber story. Composite cyber score with sub-scores per control. Named products. Recent test evidence. Incident response track record. Cyber program governance.
Without seller-provided narratives, buyer's teams build their own from fragments. The story they build is rarely the one the seller would have written. Honest narratives that frame the operation deliberately - including honest acknowledgment of developing areas - increase buyer confidence and reduce risk pricing. The 0.25-0.75 multiple turn impact is consistent across operators we've watched.
6. What are the six diligence categories the buyer will examine?
Financial integrity
Three years of audited financial statements. Clean trial balance. Reconciled balance sheet. Monthly close reports for the past 18 months showing consistent close timing. Tax filings current. Banking documentation.
Common gaps: Audit qualifications. Unreconciled balance sheet items. Late tax filings. Auto-renewing banking arrangements that limit flexibility.
Production data integrity
Well-by-well monthly production for three years. Reconciliation to revenue. Working interest documentation. Allocation methodology. Hedge book documentation. Operating cost per BOE trended.
Common gaps: Production variances that don't reconcile. Working interest documentation gaps. Allocation methodology that's never been audited externally. Hedge book documentation scattered.
Operational discipline
AFE register reconciled to actual spend. JIBs current (under 90 days aged). Regulatory filings up to date. Partner statements reconciled. Environmental compliance documented.
Common gaps: JIB aging over 6% of TTM revenue. AFE classification inconsistencies. Late regulatory filings or amendments. Open partner disputes.
Technical and IT capability
System inventory. Architecture diagrams. Vendor stack with contract terms. Identity infrastructure. Backup and recovery documentation. Integration capability for post-close.
Common gaps: No system inventory. No architecture diagrams. Vendor stack sprawl (15+ vendors with overlapping capability). Identity infrastructure that can't absorb new users quickly.
Cyber posture
Twelve controls deployed with named products. Composite cyber score documented. Recent test restore evidence. Tabletop within 12 months. Incident response track record.
Common gaps: White-label MSP cyber instead of named products. No composite score computed. Test restores more than 12 months old. No tabletop in recent memory.
People and culture
Org chart. Employment agreements for key personnel. Retention plans for critical staff. Documented institutional knowledge. Cultural assessment.
Common gaps: Key personnel without retention provisions. Institutional knowledge concentrated in 2-3 people with no documentation. Cultural patterns that won't translate easily to acquirer organizations.
7. Worksheets and templates
The full set of worksheets used in the 90-day sprint:
- Worksheet 1 - Category Findings Template (above)
- Worksheet 2 - Top Three Issues Selection Matrix
- Worksheet 3 - Remediation Plan Template (per issue)
- Worksheet 4 - Data Room Folder Structure Checklist
- Worksheet 5 - Narrative Document Outlines (three documents)
- Worksheet 6 - Pressure Test Question Bank
Complete templates are referenced in Clean Data Room, Chapter 4 (the sprint in detail) and Chapter 7 (narrative documents).
Need facilitation for the 90-day sprint?
The IT-and-the-Cycle Assessment includes the structured sprint facilitation as part of the seller-side engagement model. Three to five days, written report, no obligation. Sprint typically follows the assessment.
Request the IT-and-the-Cycle AssessmentOperator-authored framework built from 30+ deals and 19 years - not a universal prescription. Every organization has different variables. This guide tells you what to look at; the Assessment tells you what it means for your situation.
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