Why we publish this free
Most owners sell once. The people across the table buy for a living.
That asymmetry costs owners real money, and it makes deals worse for everyone: mispriced expectations, broken processes, and transactions that die in diligence. This guide levels the table. It is the material we would hand a client at the start of an engagement, published for anyone to read.
No fluff and no hard sell: valuation mechanics, real multiple ranges, the KPIs that move price, the process stage by stage, deal structures, taxes, and honest playbooks for both sides of the table.
Read online
Nineteen chapters, four parts
Part I: The Market
01 What the Lower-Middle Market Is (and Why It Plays by Different Rules) 02 The Forces Driving Lower-Middle Market Deal Flow 03 The Acquirer Universe: Who Buys Lower-Middle Market Companies 04 Deal Rationales: Why Owners Sell and Why Acquirers BuyPart II: Valuation
05 Valuation Foundations: EBITDA, SDE, and Enterprise Value 06 Adjusted EBITDA: Add-Backs, Normalization, and Quality of Earnings 07 The Four Valuation Methods (and the One That Actually Sets the Price) 08 Multiples in Practice: Size, Industry, and What the Data Really Says 09 The KPIs That Move the MultiplePart III: The Deal
10 The Sale Process: From Preparation to Close 11 Due Diligence: What Acquirers Probe and What Kills Deals 12 Deal Structures: Why the Headline Number Is Not the Deal 13 The Purchase Agreement: Reps, Warranties, and Who Bears What Risk 14 Taxes and What You Actually Take HomePart IV: The Playbooks
15 The Owner's Playbook: Preparing 12 to 36 Months Out 16 The Acquirer's Playbook: Sourcing, Underwriting, Financing, Integrating 17 Negotiation Dynamics and Why Deals Die 18 Choosing Your Advisor (and Whether You Need One) 19 The Technology Lens: Software, Online, and Remote-First CompaniesThe appendices (multiples quick reference, KPI formulas, process timeline, the due diligence checklist, the glossary, and full source references) are included in the PDF and EPUB editions below.
The complete edition
Take the whole guide with you
The designed PDF and the EPUB e-reader edition, free. Everything on this site plus the reference appendices: multiples tables, KPI formulas, the process timeline, a 70-item diligence checklist, and the glossary.
- ✓200+ pages, professionally designed
- ✓Charts, tables, and worked examples throughout
- ✓July 2026 edition: current tax rules and market data
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Included with a consultation
The Deal-Ready Toolkit
The guide teaches the frameworks. The toolkit is the working version: one Excel workbook with the models we use with clients, prefilled with the book's examples and ready for your numbers.
- ✓Adjusted EBITDA schedule with the documentation each add-back needs to survive diligence (Chapter 6)
- ✓Net-proceeds calculator: enterprise value to cash-in-hand (Chapter 14)
- ✓Pre-sale readiness scorecard: the 18-point audit, scored (Chapter 15)
- ✓Data-room index: all 69 diligence items with status tracking (Appendix D)
Not for sale and not behind a paywall. We share it with owners and acquirers who schedule a confidential consultation; it arrives with your booking confirmation.
How to get it
Schedule a consultation, get the toolkit
A confidential conversation about your situation, no obligation. The complete toolkit is included with your confirmation email.
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