How much of this EBITDA depends on specific people?

QoE proves the earnings. Legal proves the contracts. Commercial proves the market. The Transfer Value Assessment puts a dollar figure, line by line, on the EBITDA that leaves if particular people do.

Ten business days. $7,500. One intake document. No interviews.

Start with the Assessment

The Absence Test

Every dollar of Adjusted EBITDA gets one question: if one person is absent, does this dollar survive? Each dollar lands in one of three places, and only one, so nothing is counted twice.

Revenue that follows a person
Process only one person can run
CIM claims nobody can document

The first number is EBITDA at risk per year. The second is that figure at your deal multiple, plus one-time replacement cost. We label the second for what it is: the most a buyer could argue for, since some of this risk may already be in the price. Both are shown as a range, as found and at the target state.

Our starting assumptions are disclosed in every Assessment, line by line. See them at work on Harbor Industrial Supply (illustrative).

Anything the intake does not supply is carried at the worst case for its line, and the pack shows how many lines and how many dollars that covers.

See the line items on Harbor Industrial Supply (illustrative).

When to use it

Window	Who	What you get
12 to 24 months before a sale	Owner and advisor	The exposure in dollars, with time to fix it before a buyer prices it
Before the CIM goes out	Sell-side advisor and CFO	CIM claims tested before a buyer tests them. Runs alongside the sell-side QoE
LOI to close	Buyer, sponsor or lender	Ten business days fits inside exclusivity. One intake document goes through the diligence request list, completed by the seller's HR lead and CFO. No employee interviews. The result feeds price, holdback, retention terms and the 100-day plan
After close	Buyer and operating partner	Day Two measures show whether the value is holding

Sell-side access supports the full assessment. Proprietary buy-side access supports most of it; a banked process may permit a narrower assessment. We explain the limits before you pay.

How to read the score

Two scores sit under the dollar number. They are never blended. Each is the share of Adjusted EBITDA that holds up on that question. A VGS of 70 means 30% of EBITDA is exposed on transfer.

Harbor Industrial Supply (illustrative): VGS 70 as found, 93 at target. Day Two 87 as found, 98 at target. Harbor was built to show every bucket at once. A company with second holders on its top accounts and written processes on its critical workflows reads like Harbor's target state: 8% of EBITDA exposed, not 40%. Most companies land between the two.

See a worked example

Nobody has a track record on this yet. Here is the prototype.

The AI workflows now appearing in CIMs were mostly built in the last 12 to 18 months. The deals that priced them are only now closing, and the results will show up in 2027. So the useful question is not who has done this before. It is who has seen what it looks like when it goes wrong.

I have. Years before AI showed up in a CIM, I was in the third chair on two robotics acquisitions: the one who stays after close to make it work. The technology was real and the diligence was clean. After close we learned the value lived with a handful of people who could make the robots deliver in a live building, and we rebuilt the operating model around them. It worked, and it cost time and money the deal model never priced in. No diligence workstream asked who the value runs on. The Absence Test asks it before close instead of after.

Stephen Murray, Founder and President

Start with the Assessment

$7,500, credits toward Plan and Runway within 90 days of Proof Pack delivery.

Start with the Assessment

The art of the transferable story in a post-AI world

Read Stephen Murray’s article on the transferable story.

Download article (PDF)