If you are planning an exit or private equity investment in the next 12 to 36 months, you are probably already focused on the obvious things.
Revenue quality
Margins
Customer concentration
Retention
Operational risk
Leadership depth
Marketing usually gets parked under a vague heading like “growth engine” or “go to market”.
That is a mistake.
Because marketing is one of the quietest ways deals lose value, slow down, or fall apart entirely.
Not because marketing is bad.
But because it is fragile, poorly explained, or too dependent on spend.
This is for founders and operators who want their business to stand up to acquisition scrutiny, not just look good on paper.
The question buyers are actually asking about your marketing
Buyers and PE firms are not asking:
“Is this brand strong?”
or
“Did their last campaign perform?”
They are asking:
Is demand predictable or artificial
Does growth depend on increasing spend
Will CAC rise after acquisition
Can this marketing system survive new leadership
Does this business get chosen for reasons we understand
If the answers are unclear, risk gets priced in.
When buyers feel uncertain about how your marketing works, they reduce the multiple they are willing to pay, even if current revenue looks strong.
Why marketing becomes dangerous during exit preparation
Marketing risk rarely shows up as a single red flag.
It shows up as discomfort.
Here are the moments when buyers start to worry.
1. Growth looks healthy but hard to explain
If revenue is growing but no one can clearly explain why customers choose you, buyers get nervous.
Especially if growth depends on:
Growth that depends on continually increasing ad spend
Founder involvement
A small number of channels
Constant optimisation to stand still
From the outside, this looks like momentum.
From a buyer’s perspective, it looks brittle.
2. CAC is stable but fragile
Stable CAC does not mean safe CAC.
Buyers want to know:
What happens if spend is reduced
What happens if channels change
What happens post-acquisition when teams and agencies shift
If CAC only works under perfect conditions, it is not reliable.
And unreliable acquisition gets discounted.
3. Marketing resets constantly
A common diligence question is:
“Why does marketing change so often?”
Frequent rebrands, repositioning exercises, channel pivots, and agency changes signal that demand is not anchored.
Buyers prefer marketing that compounds, not marketing that resets.
Resetting increases post-deal risk.
4. Attribution looks neat but reality feels messy
Most businesses can show dashboards.
Few can explain:
How long buying decisions take
What customers remembered at the point of choice
Why one buyer converts faster than another
Which activity created demand versus captured it
Buyers know attribution is imperfect.
What worries them is when marketing leaders rely on it blindly.
What buyers and PE firms want to see instead
This is the part most founders never get told.
1. Marketing that looks transferable
Buyers want confidence that marketing still works when:
The founder steps back
The team changes
Spend patterns shift
The business enters new markets
This requires:
Clear buying triggers
Repeatable demand cues
A documented logic for why customers choose you
Not marketing that only works because a few people are pushing incredibly hard.
2. Demand that exists beyond paid spend
Paid acquisition is not the problem.
Dependency on it is.
Buyers want evidence that:
Customers recognise you
Your name appears in buying conversations
Demand does not fully reset if spend pauses
This reduces perceived downside risk.
3. Marketing decisions that are explainable
In exit and PE conversations, the most powerful phrase is:
“We understand why this works.”
Not:
“The agency recommended it”
“This benchmarks well”
“It performed last quarter”
Explainable systems feel controllable.
Controllable systems attract capital and higher multiples.
4. Evidence of efficiency, not just activity
Buyers increasingly look past volume metrics.
They want to know:
Where money leaks
Which activity compounds
Which effort creates memory rather than noise
What would be cut first if conditions tightened
Marketing that can answer these questions strengthens valuation narratives.
The uncomfortable truth most founders miss
Most exit prep focuses on finance, ops, and legal readiness.
Marketing gets assumed.
Until a buyer asks a simple question:
“So why do customers choose you?”
If the answer is vague, marketing becomes the weak link.
And weak links get priced lower.
When should you address this?
If you are:
12 to 36 months from exit
Considering Private Equity investment conversations
Scaling but feeling CAC pressure
Unsure whether to increase spend or pause
Concerned that marketing feels expensive but undefinable
This is the moment to act.
Not during diligence.
Not when questions are already being asked.
Before.
Caroline Thomas helps leadership teams understand why marketing looks busy but underperforms, and how to tell whether it’s learning and compounding to be as efficient as possible.
How I help businesses preparing for exit or investment
I work with founders and leadership teams to make marketing stand up to acquisition scrutiny.
That means:
Identifying what truly drives buying decisions
Making demand less dependent on spend
Reducing marketing risk before it shows up in diligence
Creating clarity that buyers and investors trust
This is not about rebranding or campaigns.
It is about marketing that holds up when someone else looks under the bonnet.
Next step: prepare your marketing before someone else pulls it apart
If you are planning an exit or PE investment in the next 12 to 36 months, the safest time to address marketing risk is now.
Before it becomes a question you cannot answer confidently.
Request a marketing readiness conversation
We will assess whether your marketing strengthens or weakens your exit story, and what to fix before it gets expensive.
No pitch.
No hype.
Just clarity.
