The offer is 5× EBITDA. Half of it is contingent on you staying.

Owner dependency rarely shows up as a lower multiple. It shows up in the structure of the deal, and by then it is too late to fix.

Abstract bridge artwork for The offer is 5× EBITDA. Half of it is contingent on you staying.

Most owners preparing to sell think about the multiple. They benchmark it, argue about it, and treat it as the single number that settles what two decades of work were worth. Then the offer arrives and the multiple is roughly what they expected, but only a portion of the consideration is payable at completion. The rest is deferred, tied to earn-out targets, or conditional on the owner remaining in post for two years at a salary set by someone else. The multiple held. The value moved anyway. This is the…

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