Most Illinois Owners Have an Exit Plan. Almost None Have a Valuation.

An exit plan that never touches a number is a calendar note. It is not a plan. National owner surveys in the second quarter of 2026 found that 52 percent of owners said they had an exit plan. Only 14 percent had completed a professional valuation. Half had a rough guess. More than a third said they had no idea what the company was worth.

That gap is how Illinois listings launch at a retirement number and stall in week three. Buyers are not mostly serial acquirers anymore. Many are first-time operators who need a 7(a) loan and a file a lender can rebuild. Pair this with what business exit planning actually includes and a confidential business valuation conversation before you pick a list date.

This article is educational, not legal, tax, or financial advice. Confirm structure and compliance with your attorney and CPA.

What the Main Street market actually did in Q2

The BizBuySell Insight Report on U.S. business-for-sale trends counted 2,117 closed businesses in the second quarter of 2026. That was down 10 percent from the prior quarter and from a year earlier. The median sale price was $349,250. Median cash flow was $155,921. Median revenue was $692,087. The average cash flow multiple was about 2.7 times.

Volume was soft. Pricing on sold files was stable. That is not a crash. It is a filter. Files with clean books and a supportable ask still traded. Files with a “plan” and no evidence sat. The IBBA glossary of brokerage terms is useful here. Seller’s discretionary earnings, or SDE, is a defined construct. It is not “what I need to retire divided by three.”

The SBA page on closing or selling a business still tells owners to value the company, use written agreements, and keep records. A slide deck that says “exit in 2027” without a recast skips the first instruction.

Who is buying, and why a guess fails them

Forty-six percent of buyers in that same survey identified as corporate refugees. They left a W-2 and want control. Fourteen percent called themselves serial entrepreneurs. Thirteen percent were recently unemployed. Nearly eight in ten buyers, 78 percent, said they expect to use SBA financing.

A corporate refugee is not a private equity platform. They need a lender, a lease that can be assigned, and tax returns that match the story. They will not “know it when they see it” if the P&L is a shoebox. See 7(a) versus bank versus seller financing and how to prepare for a valuation appointment.

Searchers and self-funded buyers still appear on $1 million to $5 million EBITDA files. They also lean on brokers and SBA lenders. An exit plan that ignores financing is a plan for a cash buyer who may not exist in your county.

A valuation is a range with evidence, not a lucky number

A broker opinion of value is a limited, marketing-oriented estimate. It is useful for listing strategy. It is not a certified appraisal for tax, divorce, or an ESOP. A preliminary educational review is even narrower. Say which product you are asking for.

The work is the same at the start. Recast the last three years. Restore a market wage for the owner if a buyer must hire a manager. Document add-backs. An add-back is an adjustment that moves reported profit toward cash a buyer can keep. Drop personal travel that will not recur. Do not drop the technician you still need.

Then pick the earnings base. SDE for an owner-operator. Adjusted EBITDA for a managed company. EBITDA is earnings before interest, taxes, depreciation, and amortization. Read what SDE means and why EBITDA matters before you apply a multiple you saw on a portal.

Illinois process still sits under the number. Bulk sales notice, Secretary of State good standing, and lease consent change timing and sometimes price. The Illinois Department of Revenue bulk sales notice (Form CBS-1) is due at least ten business days before a bulk transfer. Buyers who learn that late discount the file for chaos. See Illinois Bulk Sales Act compliance.

Hypothetical: two “plans,” one that can list

These figures are hypothetical. They are not quotes.

Owner A writes “sell in 18 months” in a planner. Revenue is about $1.1 million. The owner thinks the company is “worth a million.” There is no recast. Customer concentration is 38 percent in one account. The lease has 22 months left. Owner A has an exit plan on paper and a stall waiting in diligence.

Owner B spends 60 days on books. Tax-tied SDE is $240,000 after a manager wage. The same customer is 18 percent after a second contract is signed. The landlord will grant a five-year extension. A planning range might sit in the mid-single-digit SDE multiples after working capital. Owner B can talk to buyers without inventing a number in the room.

What to build in the next 90 days

1. Three years of business tax returns and matching monthly statements.
2. A written recast with source documents for every add-back.
3. A one-page customer and vendor concentration table.
4. Lease term, options, and a plan for landlord consent.
5. A decision on SDE versus EBITDA and a planning range, not a slogan.
6. A confidentiality plan: blind teaser, NDA, then CIM. A CIM is the underwriting narrative.

If you already told a neighbor you would “list next spring,” do the valuation work this fall. Spring listings that start from a guess compete with owners who did the work. Corporate refugees will pick the file a lender can close. See how early to start exit planning and how a confidential sale process runs.

What “professional valuation” should mean on an Illinois file

Surveys compress three different products into one phrase. A free educational review helps you see missing evidence. A broker opinion of value is a limited marketing estimate used to set a listing strategy. A certified or purpose-specific appraisal is for tax, divorce, estate, or an employee stock plan. Cost follows scope. Do not buy the third product when you need the second. Do not treat the first as a number you can put in a teaser.

SBA lenders will order an independent valuation on a financed purchase. That report is for the lender, not for your retirement math. If it comes in below your ask, the extra dollars become cash or standby paper. Knowing that in month one is cheaper than learning it in exclusivity. Build your planning range so a lender valuation is a confirmation, not a surprise.

Working capital belongs in the plan. Buyers and lenders expect a normal level of receivables, inventory, and payables to stay with the company. If you drain cash before closing, the price you “got” shrinks in the true-up. Write a peg early. Argue it with documents, not with “I always run tight.”

Tax structure belongs in the plan too. Asset sales and stock sales allocate price differently. Illinois and federal tax results differ. We will not give tax advice here. We will say that an exit plan that ignores allocation is incomplete. Bring the CPA to the valuation meeting. A number that ignores tax is not net proceeds.

Cook County and collar-county owners often have more comparable chatter. Downstate owners have less. Neither chatter replaces a recast. A “comp” without terms, notes, or whether real estate was included is folklore. Collect your own evidence. Then decide whether this year or next year is the sale year.

Build an exit file the way a first-time buyer will borrow against it

Corporate refugees arrive with savings, a spouse’s questions, and a lender introduction. They ask for three years of returns because the 7(a) desk will ask. They ask who runs the shop on Thursday if the owner is gone. They ask whether the landlord has already said no. An exit plan that cannot answer those questions is a wish list with a date on it.

Create a data room while the company is still quiet. Use a shared drive with folders for tax, monthly financials, contracts, employees, and facilities. Do not put the storefront photo on page one of a public listing. Confidentiality is a process. The NDA comes before the CIM. The CIM comes before the tour.

Write a one-page “day one” operating note. Who opens. Who calls the top ten accounts. Who holds the license. Who knows the alarm code. Buyers discount owner-dependent companies because the cash leaves with the owner. Reducing that dependency is valuation work. It is also how you sleep after closing.

Revisit the plan every six months if you are not listing yet. Books change. A new contract can help. A lost manager can hurt. A lease option that expires can erase a year of multiple talk. Exit planning is maintenance, not a single workshop. Owners who treat it as a binder on a shelf are the 52 percent. Owners who update the recast are closer to the 14 percent.

If you want a broker opinion this quarter, bring the folder, not the slogan. We can map a planning range, a buyer mix, and the Illinois filings that sit on the critical path. We cannot turn a retirement target into SDE. That arithmetic is how listings stall and how first-time buyers walk.

SBA-dependent buyers will also ask about citizenship, equity injection, and whether a seller note is on full standby. Those questions are not hostility. They are the loan file. An exit plan that never mentions financing is a plan for a cash buyer. Most Illinois Main Street files do not meet that cash buyer. Write the financing path into the plan the same week you write the date.

Keep personal and business accounts separated while you still operate. Comingled deposits are the fastest way to lose a first-time buyer and a lender. The IRS expects records that reconcile. So does every serious CIM review. Cleanup is valuation work. Start it before you announce a year.

Illinois owners also forget payroll tax deposits, sales tax, and unemployment accounts when they write “exit plan” on a pad. Those items appear in diligence. They also appear in bulk-sales correspondence. A plan that never lists them is incomplete. Add them to the 90-day list with the recast and the lease. Then put a reminder on the calendar to refresh the folder every quarter until you list. A stale folder is how a spring listing repeats last year’s guess.

Frequently Asked Questions

Is a rough estimate good enough to list?

It is good enough to start a conversation with an advisor. It is not good enough to set an asking price in public or in a teaser that names the city.

What is a professional valuation in this context?

Surveys usually mean a third-party opinion, a broker opinion, or a formal appraisal. Those products differ. Ask what standard and what purpose you are buying.

Do I need a certified appraisal to sell?

Most Main Street sales do not start with a litigation-grade appraisal. SBA lenders will require an independent valuation on financed purchases. That is a different product than a planning range.

Why do corporate refugees care about my books?

They borrow. Lenders rebuild earnings from tax returns and bank statements. A story that only lives in your head will not fund.

Can I wait until I am ready to retire?

You can wait. The books will not recast themselves. Buyers pay for transferable cash flow, not for your target date.

Will you give a number on a first call?

We can discuss a planning range after we see evidence. We will not invent a multiple from a revenue rumor.

Turn the plan into a number you can defend

Fifty-two percent is not a market. Fourteen percent is the group that can talk to a buyer without guessing. We work statewide on a success-fee basis with no upfront listing fee for standard sell-side engagements. Schedule a free consultation for a confidential broker opinion of value and a real exit sequence.

How Illinois buyers put a number on most illinois owners have an exit plan. almost none have a valuation.

This page is the valuation guide. It is not the sale-process playbook. Seller’s discretionary earnings (SDE) is the cash a full-time working owner can take after you normalize the books. Start with the tax return. Add owner pay and one-time costs. Subtract the wage you must pay to replace the owner.

SDE line items buyers actually use

1. Reported net profit (tax return, not the marketing P&L)
2. + Interest expense
3. + Income taxes (not payroll, sales, or property tax)
4. + Depreciation and amortization
5. + Owner W-2, bonuses, and payroll taxes on the owner
6. + Discretionary owner benefits that a buyer will not keep (auto, personal travel, family on payroll with no role)
7. + Accepted one-time or non-recurring expenses
8. − Market-rate replacement labor for owner work that will not transfer
9. = Seller’s Discretionary Earnings (SDE)

Documents to gather this week

1. Three years of signed business tax returns and matching P&Ls
2. Year-to-date P&L, balance sheet, and three months of bank statements
3. Current lease, amendments, and a plain-English remaining term
4. License and permit list, including who holds each card
5. Top-customer concentration (names redacted until an NDA)

A simple Illinois close calendar

Plan six to twelve months from cleanup to close on a prepared Main Street deal. Start CBS-1 and any Chicago or Cook notices at letter-of-intent, not the week of funding. Landlord consent often takes longer than the lender.

Related pages on this site

• Illinois business valuation
• Confidential consult

Educational only — not legal, tax, or a formal appraisal. Confirm bulk-sale notices, licenses, and tax allocation with counsel and a CPA.