tyler-smith.com · Questions & Answers

Our top three accounts make up forty percent of our sales, and the buyer is threatening a major valuation haircut due to customer concentration risk. How do we use our integrated customer workflows and client-side Accountability Chart seats to prove these accounts are operationally locked in and defend our EBITDA multiple?

When a buyer sees that forty percent of your sales are concentrated in three accounts, they immediately price in the risk of those clients leaving. To defend your EBITDA multiple, you must show that these accounts are not held together by personal, owner-level relationships, but are instead hardwired into your company's operational infrastructure.

First, use your Accountability Chart to demonstrate that your account managers, project managers, and customer support representatives hold the direct relationships with these key clients. The business owner should not be the primary contact. Map out the client-facing seats to show the buyer exactly who owns the daily communication.

Second, provide documented evidence of your integrated customer workflows. If your clients are integrated into your automated software portal or rely on your customized, documented delivery processes, they face massive switching costs. Present these technical integrations as part of your operational documentation.

During negotiations, propose a transition structure where these key client-facing seats are contractually guaranteed to remain in place post-close. This reassures the buyer that the operational engine holding the customers will continue running smoothly without your presence. By demonstrating that the relationships are institutionalized and the operational integration is deep, you can successfully counter their demands for a concentration discount.

Category: Valuation & Deal Structure

← All questions