The exit file: building the data room one governed month at a time

In July 2025 Fortivis published an article by Vassilis Katsoulis on the exit that never comes: Greek companies that perform well and cannot be sold, because a buyer cannot verify what the owner knows. It was written for owners. This one is for the fund that bought such a company and must now sell it.

Bain & Company's 2026 report puts the average holding period at exit for buyout funds at around seven years, up from five to six. A fund late in its life needs the sale to complete, at the expected price, on the expected date. Thin records put all three at risk. Sometimes the buyer walks away, as that earlier article described. More often the buyer stays and lowers the offer.

Two kinds of reduction

Here is the invented company used throughout this series, on its figures at 31 March 2026. The buyer offers seven times EBITDA, the multiple the fund paid three years ago.

The fund receives €6.2 million less than the offer, 22 percent of the equity. The two parts are different and should not be confused.

The first part is €2.8 million. These costs were real and they were one-off. Nobody kept the papers. The buyer removes them anyway, and each euro removed costs seven. That is value the business had and the file failed to carry. A register kept as the items arose would have saved it.

The second part is €3.4 million. No file would have saved it. The recurring costs recur. The obligations exist. And the net debt figure was flattering: it was struck at a month end when working capital stood €1.0 million below its twelve-month average, so borrowings were lower than normal by the same amount. What the file changes is when the fund finds out. A fund that knows two years before the sale can stop adding back costs that return, settle the obligations, and stop valuing the company as if they were not there. A fund that learns it from the buyer's adviser concedes it in the last week of a negotiation, along with the buyer's confidence in everything else.

One note on the working capital line. Where the price is adjusted at completion, the seller must deliver a normal level of working capital, and normal is an average of past months. Where the sale is agreed on a fixed past balance sheet, with no adjustment at completion, the buyer makes the same calculation and puts it in the price. Under either method the monthly balance sheets decide the figure, and a seller who has only reliable year-end balance sheets cannot argue it.

What the file holds

Nothing in this table is produced for the sale. Each line comes out of a monthly close that the company should be running anyway.

A fund may still commission vendor due diligence before a sale. The file does not replace it. The advisers who write that report need exactly these records. Where the records exist, their work is quicker and the report contains fewer surprises. Where they do not, the vendor's own advisers are the first to discover the gaps, a few months before the buyer does.

What a buyer raises in a Greek company

Unaudited tax years

Under the Tax Procedure Code, Law 5104/2024, article 37, the tax authority may issue an assessment within five years from the end of the year in which the return was due. The period is ten years in certain cases, for example where no return was filed. Greek practice calls the years inside the period unaudited years. A buyer treats each as an exposure.

The annual tax certificate reduces that exposure. Statutory auditors issue it after a tax compliance check run with the audit, under article 78 of the same law. It has been optional since financial years starting in 2016. A company that chose not to obtain it has saved a fee each year and left its buyer with more to worry about. The file should show, year by year, which certificates exist.

The staff indemnity

Greek law gives employees an indemnity on dismissal, and a share of it on retirement. Law 4308/2014 lets a company measure the provision at the nominal amount under the law, or actuarially where that makes a significant difference. The accounting guidance takes 40 percent of the dismissal amount as the base. A buyer reporting under international standards will have an actuary recalculate it. The difference goes on the debt-like list.

Instalments to the State

Overdue tax and social security can be settled in instalments. The scheme enacted in June 2026, Law 5313/2026, allows up to 72 monthly instalments for debts that were overdue at the end of 2023. A balance under such a scheme is debt to a buyer, whatever the accounts call it.

Arrangements with the founding family

Premises rented from a family company, salaries paid to relatives, services bought from related parties. These can be entirely proper. Each needs a contract and evidence of a market price. Without them the buyer adjusts EBITDA, in the direction that suits the buyer.

Stock

The law ties the stock count to the balance sheet date. A company with reliable perpetual records may count on a rolling basis through the year. A company without them has one reliable stock figure a year, and its monthly gross margin for three years is an estimate. A buyer's adviser will say so in the report.

Four questions, two years before the sale

1. Can the company produce 36 months of monthly accounts on one definition today, without rebuilding any of them?
2. Was the adjustments register kept at the time, or assembled afterwards?
3. What is average month-end working capital, and how far is it from the figure at the latest month end?
4. Has the fund written its own list of what a buyer would deduct, and has it deducted the same from its valuation?

Two years out, each answer is a task for the finance team. Six months out, each one comes off the price.

The same two defects, three times

This series has followed one company through three tests. Two defects in its records decided all three.

The first is €0.6 million of costs added back to EBITDA. The second is €1.0 million of obligations left outside net debt. In June the first explained why the fund believed it had room under its covenant, and the second put the company over the limit on a credit officer's reading. In July they took almost a fifth off the fund's valuation. Here they account for most of the fall in the price. The rest is the month in which net debt was measured.

In the fund's own terms: it paid €16.0 million for the equity. It reported the holding at €28.0 million, 1.75 times its money. It sold for €21.8 million, 1.36 times. With the one-off costs documented it would have sold for €24.6 million, 1.54 times. The rest of the gap was never value. It was a valuation that nobody had tested.

Neither defect was hidden. The costs and the obligations were in the company's own ledger. Nobody had listed them.

A file does not guarantee a higher price. It means the company is valued on its business, and that the fund has seen the buyer's deductions before the buyer makes them. A company that already closes monthly, keeps its register and obtains its tax certificate has most of the file. What remains for it is to keep the papers in order.

Sources

• Bain & Company (2026). Global Private Equity Report 2026. Holding periods at exit for buyout funds around seven years, up from an average of five to six years from 2010 to 2021.
• Katsoulis, V. (July 2025). The exit that never comes: why Greek SMEs fail to realize value despite strong performance. Fortivis.
• Law 5104/2024, Tax Procedure Code, article 37 (limitation period) and article 78 (annual tax certificate).
• Law 4308/2014, article 22 paragraph 13 and article 4 paragraph 4; Accounting Guidance on Law 4308/2014, paragraphs 22.13.1 and 4.4.3.
• Law 2112/1920 and Law 4093/2012 (dismissal indemnity).
• Law 5313/2026 and the Independent Authority for Public Revenue press release of 18 July 2026 (instalment scheme of up to 72 instalments).