tyler-smith.com · Questions & Answers

How do we defend our EBITDA multiple from being penalized for customer concentration when our top three clients represent forty percent of our revenue, but our long-term contracts are ironclad?

A buyer looks at customer concentration as a ticking time bomb. No matter how ironclad your contracts are, the buyer knows those agreements eventually expire or can be breached. If forty percent of your revenue sits with three accounts, the financial sponsor will automatically discount your multiple by one or two turns to price in that risk. To defend your valuation, you must shift the buyer's focus from the legal paper to your operational reality. Start by using your EOS Accountability Chart to prove that the relationships with these top clients are institutionalized, not owner dependent. Show the buyer that your Account Managers and Delivery Leads run the day to day operations and hold the client relationships, while you as the owner are completely out of the delivery loop. Next, bring your Step by Step Exit Business Integrity Review data to the table. This assessment evaluates your risk profile across multiple operational vectors. Use it to show the buyer the sheer depth of your integration with these clients, such as shared software integrations, co-developed workflows, and historical retention metrics. Finally, instead of accepting a lower multiple, propose a structured deal where the purchase price remains intact but a portion of the payment is deferred. You can structure a contingent payment tied to the retention of these specific accounts for twelve months post-close. This protects the buyer's downside while keeping your target enterprise value whole, provided your operational systems do their job.

Category: Valuation & Deal Structure

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