Negotiating Sales Price in the Small Deal Context

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July 12, 2025

by a searcher from University of Pennsylvania - Philadelphia in Washington D.C., DC, USA

I have been looking at a bunch of small deals lately (i.e., SDE < $500K) where the owners and sometimes family members do substantive work in the business. On the CIM, the owner(s) will add back their pay and that of family members and report a high SDE level. When it comes time to create a financial model for the deal, I have added back the owners’ salaries and then added in necessary expenses to responsibly cover the replacement cost of the owners and family members. This creates a challenge, however, for arriving at a valuation for the business because the seller wants to add back all the owners/family pay, but a new owner will need to replace that labor and SDE will necessarily be less than the seller believes. For example, say the SDE is claimed to be $500K, but an owner and her husband work in the business full time in executive roles. For argument, assume the value of their work is $100K each. The seller will argue that SDE is $500K, but if I find replacements for them, SDE will be $300K for me. With a 3x multiple, that’s a sales price difference of $1.5M vs. $900K! This creates a wedge between the seller and me because while we may agree on the SDE multiple, our valuation will be sizably different because we calculate SDE differently. I think part of this comes down to differences in operating choice: being an owner operator vs. just an owner. And also that the seller is thinking in terms of SDE and I’m thinking in terms of EBITDA. Would anyone be able to educate me on (1) how I should be thinking about this problem? AND (2) how do I approach a seller/broker to get them on my side and agree to a lower sales price? For example, do I try to argue SDE or do I accept their SDE and argue for a lower multiple? And apologies if this is a stupid question. I am trying to educate myself! Thank you!
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Reply by a searcher
from University of Pennsylvania in Washington D.C., DC, USA
Wow! Hi, Kaustubh! It’s quite the pleasure to connect with you on here. Believe it or not, I actually stumbled upon your blog a few days ago and found your article very helpful. In fact, I’ve been more focused on un/levered free cash flow yield after reading your article. And I’ve been actually finding it helpful in determining ranges at which sales prices make sense. Your phrasing of the buyer’s vs. seller’s EBITDA/SDE really resonated with me because of the comments in my original post. What I’m hearing from you is that in presenting my offer, it’s about communicating a fair offer based on how I would need to run the business to make it work for me (i.e., buyer’s EBITDA/SDE). I guess as a strategic thinker, I’m wondering how I can drive the conversation towards yes. But maybe what you’re saying is there’s power in acknowledging that I would need to run the business my way and this is how the deal would have to proceed for it to work for me.
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Reply by an investor
from University of Colorado at Boulder in Austin, TX, USA
My approach is that your starting position is exactly the calculation you shared, getting you to 900K valuation. Now we can see what the market is supporting - If the owner is asking 1.5M with 500K SDE (3x multiple), and it it sits for a long time - he may wisen up and accept your valuation of 3X on $300K SDE with replacement. Alternatively, he may sell the business at that price which may have you update your critera/deal angle. One thing that can help bridge the gap is seller financing - I'm generally happy to pay a larger purchase price/higher multiple to the seller if he provides significant seller financing. Another option to consider which I haven't yet done myself but seen done - structure an option to buy in 1-2yrs at a set multiple. Then begin consulting/working on the business during 1-2yrs with the owner - and if the business reaches your desired state you execute the purchase at a pre-determined valuation after bridging the gap. In this case, I'd consider the gap closed with an operator effectively running the business, and seeing the growth during the option period. This way seller gets what he wanted & you get a more valuable business you can pay his desired price for with more confidence in the business.
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