Bridging a valuation gap in a proprietary deal?

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October 06, 2025

by a searcher in Traverse City, MI, USA

I’m working through a proprietary opportunity in the construction supply space — a single-location business with a solid local reputation, consistent growth, and strong margins. The owner is motivated but has been advised by his CPA that his business should trade at a 6–7x SDE multiple, excluding his real estate, which he values separately. At face value, it’s a great business: clean financials, sticky contractor relationships, and room for professionalization. But at that valuation, the deal struggles to pencil out — debt service coverage gets tight even with conservative leverage, and there’s not much cushion for reinvestment or transition risk. From my perspective, a 3–4x multiple on the operating business (excluding RE) feels more in line with market comps for a single-location, owner-reliant distributor with low capex but high personal dependence. Here’s my rationale: • Owner Dependence: He’s run this as a one-man show for years. The systems, customer relationships, and quoting all run through him. The first step post-close is replacing institutional knowledge, not scaling it. • Limited Scale & Concentration: While margins are healthy, construction cyclicality make it impossible to justify a 6-7 multiple. • DSCR Sensitivity: Even with the real estate value carved out, paying above 4x SDE drives DSCR below 1.25x at realistic interest rates and working capital needs. • Market Norms: From what I can find similar regional distributors and supply houses tend to trade in the 3–4x range, occasionally 4.5x for scale or multi-location models with depth of team. I’m still very interested in the deal — the fundamentals are good, and the seller seems genuinely open — but I’m trying to strike the right balance between respecting the seller’s life’s work and ensuring the business can sustain the debt load that kind of valuation would require. Has anyone else navigated a valuation gap like this in a strong but owner-heavy business with attached real estate? How did you frame it — creative structure, earnout, or staged buyout?
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Reply by a searcher
in Traverse City, MI, USA
UPDATE: I often wonder where things lead and end up when folks post on SearchFunder so I figured I'd give a quick update. First, much appreciation for all the feedback as there were some valuable information shared. I was really interested in @Enrique Cortes framework as it blended the need to bring in the financial model with the emotional aspect of valuation nicely. I felt it was worth an experiment so I built my discussion with the owner around what Enrique shared: "If you can put together a story of: 1. This is what other similar businesses sell for 2. The extra valuation they're looking for can be attributed to growth/share/stickiness/other 3. How much would each need to be worth for the multiple to be justified 4. How much does the multiple impact the sustainability 5. What of all of this do they believe, what are they willing to bet on? (Forgivable note, earn out)" In doing this I also used this opportunity to refer to my financial model but not bring it up - as many responded that level of detail can over complicate things - but attaching it to the discussion was a nice addition and may be a softer way of bringing someone into the model. That being said, the owner was receptive to the work put into the discussion framework. And even though my valuation was about $1.5-1.8M below his expected value it opened the door to further conversation surrounding the structure of the deal (retained equity, earnout, etc...). So nothing crossed the finish line - or even the 50 yard line - but it was a good experiment to test a few frameworks out and get some feedback. While yes the advice of be patience, be disciplined, stay the course all have their merits...I'm more interested in experimenting with options that will hopefully bridge the gap or the obstacle whatever it may be. Thanks for everyone taking the time to share, and if something more develops on this opportunity I will try to circle back and provide additional updates. Enjoy
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Reply by a lender
from University of Michigan in Indianapolis, IN, USA
Hi Luke. Stay disciplined. The business is worth what the marketplace says its worth in terms of multiples. The seller isnt entitled to an additional 2.5 or 3X in multiple simply because its his life's work. Moreover, he shouldnt benefit on the upside from what you do to grow the company in future periods.
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