Headline price is the easy number to argue about. Structure is the one that determines whether a deal actually closes — and whether it compounds afterward.
In the lower middle market, two transactions at the same enterprise value can produce entirely different outcomes for sellers, lenders, and operators. The difference is rarely valuation philosophy. It is structure: how consideration is paid, what risk sits where, and how the post-close operating reality is funded.
We start every conversation with structure because it forces honesty about what the business actually is. A clean recurring revenue model can support more leverage and a tighter working capital peg. A founder-led services business with concentration risk needs rollover, earn-outs aligned to retained relationships, and an indemnity package that reflects diligence realities — not template terms.
Price follows. Once the structure is right, the number tends to land in a narrow band that both sides can defend internally. Negotiating price before structure is how good deals die in the last two weeks.
Our discipline is to bring structure options to the table early — usually two or three — and let the seller and their advisors choose the one that matches their real objectives. That is what relationship-driven capital actually looks like in practice.