DD reality check needed

searcher profile

September 16, 2025

by a searcher from The Interdisciplinary Center Herzliya in Tel Aviv-Yafo, Israel

Hi ya'll-- Ben here - US expat living in Israel, deep in my first acquisition. Found a 34-year-old industrial machinery importer doing $550K EBITDA, $700K SDE at 3-4x multiple. LOI signed, in DD now, targeting October close. Heres the overview: The owner (75) is the sole distributor for top-tier waste management equipment in Israel. Good margins, but here's the thing - 5 customers make up 70% of revenue (top 2 are 50%). That said, these are multi-year relationships in a naturally concentrated market, and the owner has been completely hands-off on sales. Just takes orders that come in. His customer mix is split between dealers who resell his equipment and direct businesses who buy for their own use. The dealers are actually more active buyers, which feels healthier to me. My thoughts: There's definitely concentration risk here, and honestly, there always will be in this type of market. But the upside potential has me excited - this guy hasnt been actively selling for a decade. Currently he focuses on two main machine types but actually has sole distribution rights to about 100 different pieces of waste related equipment. Its an untapped opportunity to find new/existing customer segments and actually sell rather than just wait for the phone to ring. Questions for you: - How would you think about this concentration risk? - What deal protections would make sense in a purchase agreement? - Any red flags I should dig deeper on? I'm genuinely interested in moving forward but want to make sure I'm not missing something obvious or acting crazy. Would love to hear your thoughts. Thanks! Ben
2
22
243
Replies
22
commentor profile
Reply by a professional
from Utah Valley University in Salt Lake City, UT, USA
^redacted‌ - solid find. A few quick thoughts: *Customer concentration: Check if contracts exist and whether they transfer. If they don't, then talk with key customers to gauge stickiness. *Supplier risk: Make sure the “sole distribution rights” are truly exclusive, transferable, and not dependent on re-approval. *Deal protections: Earnout/holdback tied to top accounts, plus strong non-compete/non-solicit. *Other DD items: How concentrated are the dealers? Are sales repeat vs. one-off? Are any import licenses tied to the seller personally? *Growth: Big upside in underutilized product rights, but model what’s achievable near-term (sales, service, working capital). Hope that helps! Best of luck, and keep us posted!
commentor profile
Reply by an intermediary
from University of Leeds in New York, NY, USA
You can protect yourself, where a common approach is to tie a portion of consideration to customer retention, for example, setting up earn-outs or deferred payments that are specifically contingent on renewals from any customer representing more than ~15% of revenue.
commentor profile
+20 more replies.
Join the discussion