You priced your business on its own. The buyer priced it on their portfolio.

TL;DR: The banker priced your business standalone. The buyer priced it as the spread between their entry multiple and the platform's exit. Your leverage isn't your growth story. It's knowing which platform you slot into.

You priced your business on its own. The buyer priced it on their portfolio.

The valuation deck the banker built for you uses your standalone EBITDA against a comp set of similar standalone businesses. That's the right document for the wrong buyer.

The buyer most likely to actually clear the auction in 2026 is a PE-backed platform doing an add-on. They're solving a different problem on the back of an envelope. They're not pricing your $2M of EBITDA against other $2M businesses.

They're pricing it against the marginal contribution your clinic, your route, your route-density, your geography makes to their platform at their eventual exit multiple.

Their platform exits at 14x. Each add-on slots in at 7x or 8x. The four-to-six turns of difference between what they paid and what your EBITDA prices at inside the platform is the entire return. You are not the deal. You are the spread.

The practical effect is that the strongest negotiating leverage you have isn't your growth story. It's knowing which add to which platform you actually are. The same $2M of EBITDA can clear at meaningfully different numbers depending on whether you fill a buyer's coverage gap or duplicate what they already have.

A platform with five clinics on the East Coast and zero in Texas will pay one number for a Texas asset. It might pass on a sixth East Coast clinic, or buy it at a discount.

The signal is in who already showed up at your door. The trade buyer who passed last year. The PE firm whose portfolio sits one state away. The strategic that bought your competitor at the same multiple. Those are the addresses on the spread. Map them before the banker maps comps for you.

Most sellers shop their multiple. The leverage is in shopping their fit.

— Roland

Roland’s Riff

Most people structure deals with no minimum standard for their time.

That’s a mistake. Every deal looks exciting at the beginning. Very few are actually worth the operational attention, mental bandwidth, and years of involvement they require.

The best operators I know don’t just evaluate upside. They define minimum thresholds before they ever say yes.

That changes the kinds of deals you pursue and the ones you walk away from.

Want to see the minimum standard I use before saying yes to a deal? Watch the video below.