How to Know if Your Company is Ready to be Acquired

Last year North America recorded approximately $2.07 trillion in M&A transactions across 16,420 deals. If an unsolicited acquisition offer came tomorrow, would you be ready?

The best way to prepare is to step outside your daily operations and look at your company the way a buyer would. When we help CEOs position their companies for M&A, we run them through a thorough ‘valuation audit’ to surface issues and spot opportunities for strategic valuation. Below are just a few of the hundreds of questions that buyers may ask when evaluating your company for acquisition.

The Buyer’s Checklist

Unit Economics

What is the core revenue model, and how do you maintain pricing power and margin control? What sales metrics are tracked? What unit economics are tracked? How solid is your Quality of Earnings (QofE)? These questions help buyers figure out if your company can continue to scale profitably.

Sales

How many deals are in your pipeline? What is an average deal size, and what is your win rate? What is your cost per customer acquisition? What is your LTV:CAC ratio? What is your customer retention and churn? These are all metrics you should know immediately, and should try to optimize before you seek acquisition.

Marketing

If you don’t have the largest market share, does your company have the dominant share of voice? Is your CEO a recognized thought leader in your sector? Is your corporate vision unique, defensible, and memorable? Does the strength of your company brand allow for premium pricing and/or accelerated sales cycle times? Buyers are attracted to sector leaders, and M&A-focused marketing is a variable that can contribute significantly to creating strategic valuation.

Customers

What are the current customer personas, and what adjacent markets can the company grow into? Are customers under contract? Are they on annual subscriptions? Are customers concentrated in one sector? If so, how healthy is that sector? Buyers are looking for stability and growth here.

Governance

If an acquisition offer came today, who are the stakeholders who would need to be involved in the deal? Where are all your board meeting minutes kept, and are they ratified and signed? Do all employees have valid contracts? Do the founders have employment contracts? What is your average employee turnover? Glassdoor ratings? These are some of the questions that help buyers figure out if you have built a well-run company, or if things are still done seat-of-the-pants.

Legal & IP

When an M&A buyer does their due diligence on your company, they are going to assign a value to the IP that you legally and defensibly hold. Does your code base include open source? Those contract developers you hired before your Series A — did they all sign release waivers? Can you establish the monetary value of your patents? Founders often assume that M&A buyers will immediately recognize the value of their intellectual assets during due diligence, but it’s incumbent on you to highlight IP contributions to your valuation.

How to Prepare

If you are crushing it on all these metrics, the lawyers will love you, your acquisition talks will proceed briskly, and your negotiating power for a higher exit valuation will be strong. However, if the due diligence phase uncovers a lot of issues and ambiguity, negotiations will drag out and your strength and valuation will weaken. Time is your enemy.

Ask yourself what procedures and initiatives you need to deploy now in order to answer all of these questions (and more) with confident, convincing responses. Start preparing now so that you will be ready. We can help.

EBITDA Multiples Arbitrage: How PE Buyers Get Higher Valuations for “Free”

TL;DR: Private-equity roll-ups create value two ways: 1) increasing EBITDA at each of the acquired companies; and, 2) moving the combined company into a higher valuation tier. The second method is essentially “free” and a lot less work than growing revenues.

While you are working 996 to grow your EBITDA from $2M to $4M to double your business, the PE guys are buying three or four companies of your size, at multiples of 3-4x each, then bolting them together and selling the bundle for 9x. Same revenues and same operating margins as you, but they get 5-6 more turns on the EBITDA multiple.

The principle is called multiples arbitrage and, before you get angry, know that you can play this game too. The strategic lesson here for founders is to go beyond asking yourself, “How do I grow EBITDA?” to asking a more nuanced, “What would cause the market to put my company in a different valuation bracket?”

What’s Going On

Most founders believe that if they grow EBITDA then the value of their company will rise proportionally. That’s true, but it’s not a straight-line proportion and it’s not a guarantee, either. Especially in the lower middle market, where the largest volume of M&A deals happen[1], EBITDA multiples are not a fixed number per industry sector but rather a relative proxy for risk and buyer confidence.[2]

Here’s the simple math for the scenario above: for every $1M of acquired EBITDA…

  • At 4x multiple, it was purchased from you for $4 million
  • At 9x multiple, it would be valued at about $9 million when the PE sells the roll-up
  • Implied valuation uplift for that $1M of EBITDA: $5 million

You should be thinking of ways that you can capture some of this value-add for you and your company.

Examples

Guild Garage Group is a good lower-middle-market example. The company was created in 2024 as a roll-up of residential garage-door repair and replacement businesses. In less than two years, it completed 30 acquisitions and grew to more than $300 million in annual revenue and approximately $50 million in EBITDA. Guild’s individual acquisition prices were never disclosed, so we don’t know the exact arbitrage spread, but in March 2026 Reuters reported that Oak Hill Capital had agreed to acquire Guild for more than $800 million, which is a calculated valuation of at least 16x EBITDA.[3] This is for garage doors.

By comparison, the well-known gaming brand Zynga also exited at 16x EBITDA.[4]

Another example in the tech sector would be IT Managed Services (MSPs). Owner-operator MSPs under $5 million in EBITDA typically sell for 3.5x to 5x EBITDA, which is a modest reward for years of building the business. But once those same businesses get folded into a platform with $10 million-plus in recurring revenue and a real cybersecurity practice, buyers like Evergreen Services Group, New Charter Technologies and Dataprise are paying 10x to 13x EBITDA for the combined entity.[5] That’s a similar 4x-to-9x spread as in the math above, now repeating itself across dozens of deals a year.

Multiples arbitrage is a structural feature of how buyers price larger scale, more predictable recurring revenue and the comfort of reduced risk relative to a single founder-run shop. If you’re sitting on a $2 million EBITDA business, the market is telling you, in writing, that it is worth more to combine you with three of your competitors.

What Founders Can Do

Bain defines a buy-and-build strategy as a platform company making at least four repeated add-on acquisitions.[6] PitchBook reported that add-on acquisitions represented 75.9% of U.S. private-equity buyout activity by volume in the second quarter of 2025.[7]

This is not a niche tactic; it has become one of the market’s dominant value-creation models. So you can play this game, too.

How? As in the garage doors example, if your startup operates regionally you can acquire several competitors and combine back-office operations and field services route density to boost margins (in sectors outside of tech, companies often use bank loans and SBA loans to finance acquisitions). If your startup competes within a larger supply-chain, you can look to the operators to your left and to your right and consider merging into a more vertically integrated player, which in turn becomes more attractive to potential acquirers. A little bit of focused thought will yield plenty of ideas for inorganic growth.

Just know that stapling a few companies together doesn’t guarantee higher multiples; it must be earned. PE buyers and strategic M&A buyers pay more only when scale creates genuine advantages: more stable recurring revenue, broader geographic coverage, efficient route density, purchasing leverage, cross-selling opportunities, stronger data, professional management, reduced customer concentration, et cetera.

Perhaps most importantly, scouting and negotiating your own tuck-in acquisitions has a way of forcing you out of daily operations to focus on larger goals. And that is a good thing, because M&A acquirers also pay more when the business does not depend on its founder and is capable of surviving an ownership transition.

The conclusion: stop treating your EBITDA valuation multiple as something the market has already assigned to your sector, and start treating it as something your company can deliberately engineer.

Sources

  1. CapitalPad, “Lower Middle Market Private Equity Report”
  2. Bain & Company, “Private Equity Buy-and-Build: How to Get It Right”
  3. Reuters, “Oak Hill Capital to acquire Guild Garage Group in $800 million-plus deal, sources say”
  4. Seeking Alpha, on the Take-Two/Zynga acquisition multiple
  5. CT Acquisitions, “MSP M&A Multiples Report 2026”
  6. Bain & Company, “Building a Stronger Buy-and-Build” (Global Private Equity Report 2024)
  7. PitchBook, “Q2 2025 US PE Breakdown”