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What lowers the price when you sell your business — and how to close the gap

When an owner first thinks seriously about selling, they usually have a number in mind. The offer that comes back is almost always lower — sometimes drastically. That doesn't mean the buyer is unfair. It means you and the buyer are looking at two different things. You see years of work, personal relationships, and potential. The buyer sees risk, and for every risk they ask for a discount.

The one sentence that captures the whole sale is this: the buyer doesn't buy what you do — they buy what they can take with them. Everything else is a discount. So the first step isn't the price — it's understanding exactly what pulls the value down.

The biggest factors that pull the price down

Of all the factors, owner-dependence is number one. If you are the business, then when you leave — the business leaves with you, and the buyer reads that immediately. But it isn't the only one. These are the factors that most often cost you money:

  • High owner-dependence — decisions, key relationships, and knowledge sit inside one head.
  • Customer concentration — when one client carries a large share of revenue, the buyer asks what happens if that client leaves.
  • Relationships without contracts — key clients and suppliers with no formalised relationship that can be transferred.
  • Mixed personal and business finances — personal expenses and revenue in the business's books; the buyer can't see the real profit.
  • A team without documented know-how — if the knowledge only lives in the people, one person leaving is a risk.
  • Dependence on one or two suppliers — negotiating power is in someone else's hands.

Each of these factors typically brings a discount on the price. Stack a few of them together and the gap between what you expect and what you'll actually get becomes large.

How the buyer arrives at a number

Every sale is different, but the logic is similar and worth understanding. The buyer first "normalises" EBITDA — takes out your personal expenses and adds a real market salary for your role, so they can see what the business actually earns without you. Then they apply a multiple — typically some multiple of normalised EBITDA, depending on the industry and growth. And finally they subtract a risk discount, based on the factors above.

Expectation what the owner thinks Realistic starting price for talks value gap Formula Normalised EBITDA × multiple − risk discount = starting price The goal of preparation is to narrow the gap — through work, not through haggling.
The difference between what the owner expects and what the buyer pays is called the value gap. It closes ahead of time.

The difference between your expectation and that realistic starting price is called the value gap. Good news: it isn't fixed. Most of it comes from exactly the factors above that can be fixed — and that's work done before you sit down at the table, not during negotiation.

How the Program closes the gap

The Exit Readiness Program is built around these factors, theme by theme. First we build the value story — the honest answer to what you sell and to whom. Then we reduce owner-dependence, the single biggest factor. Then the defensible market position — customer and supplier concentration, competitive advantage. Then the finances are brought to a state the buyer can trust without doubt. We work on revenue predictability and transferability. And finally — documented systems, so the business runs from day one without you.

The same numbers, presented professionally and prepared for verification, can meaningfully change the final price. Not because the business is different — but because the risk the buyer sees is smaller.

Where to start

Don't try to close every factor at once. Pick the one that weighs the most — usually owner-dependence or customer concentration — and work on it first. To understand why this takes time, see the related piece on how long selling a business actually takes. And if owner-dependence is your main weak spot, it's covered in detail here.

If you want to see where your business stands today — no strings attached, no sales pitch — start with the free Founder Reality Check: twenty-eight questions, about fifteen minutes, and you get a clear picture across the four domains.

Find out where your business stands.