WITHOUT AN OPERATIONAL MOAT
✗ Buyers see you as the business.
✗ Discounted multiple.
✗ 30 to 50% valuation discount for key-person risk
✗ Deal structure penalties: heavy earnouts, escrow holdbacks
✗ Locked in post-close for 2 to 5 years via employment agreements
✗ Deals collapse in due diligence. Strategic buyers walk.
✗ Wide value gap between earnings and actual sale price
WITH AN OPERATIONAL MOAT
✓ Business operates independently. Premium multiple.
✓ Premium valuation from multiple competing buyers
✓ Clean deal terms: more cash at close, minimal earnouts
✓ Clean exit. Step back at close or shortly after.
✓ Due diligence builds buyer confidence and urgency
✓ Value gap closed. Sale price reflects true earnings power.