tyler-smith.com · Questions & Answers

A buyer is discounting our EBITDA multiple because our top customer generates 25 percent of revenue under annual purchase orders. How do we restructure that customer contract into an enterprise agreement with volume commitments to kill the concentration discount before going to market?

Buyers discount customer concentration because spot purchase orders carry zero structural switching costs. If your largest account walks post-close, the buyer inherits an immediate cash flow deficit while still servicing full transaction debt. To eliminate that valuation penalty, you must convert transactional revenue into contractual predictability at least twelve months before initiating a transaction process.

Take this through your quarterly planning cycle. Set a dedicated corporate Rock for the Integrator and sales leadership to convert the account from recurring purchase orders into a multi-year master services agreement. You achieve this not by asking for a favor, but by trading commercial value. Offer volume-tiered rebate structures, dedicated account delivery pods, service level guarantees, or priority scheduling in exchange for minimum purchase volume commitments, automatic annual renewals, and sixty-to-ninety-day termination for cause notice periods.

If the client resists a rigid volume minimum, establish a take-or-pay structure or a capacity reservation fee. This converts volatile spot purchases into contracted base capacity fees plus variable consumption.

When presenting to prospective buyers, demonstrate this institutional relationship through your EOS® Scorecard data. Show historical gross margins, order frequency, and multi-threaded operational relationships across your Accountability Chart, proving that three distinct team members interface with client executives daily. Showing a multi-year committed contract removes the buyer argument that revenue walks out the door when the founder leaves, neutralizing the concentration discount entirely.

Category: Valuation & Deal Structure

← All questions