Marcos had an industrial company with €8M in revenue. But no investor made an offer. Discover what buyers actually look for and how he prepared his business to sell at 6.2x EBITDA.
Marcos had a profitable company. But no investor would make an offer.
I remember the day Marcos walked into our office. He was 58, grey-haired, with the look of someone who had built something with his own hands. For 25 years he had grown an industrial manufacturing company from scratch. Eight million euros in revenue. Thirty-two employees. A factory he owned outright.
He had spent six months trying to sell his company. He had approached three potential buyers on his own. None had made a formal offer.
“I don’t understand. I have eight million in revenue. I’ve had clients for fifteen years. Why doesn’t anyone want to buy?”
The answer was simpler than Marcos expected. And harder to accept. Revenue alone doesn’t sell a company. It’s like trying to sell a house by quoting only the square footage, without mentioning the location, condition, or whether there’s a mortgage.
Investors look far beyond the top line. And what we found when we analyzed Marcos’s company changed the entire deal.
Adjusted EBITDA: the number that actually matters
The first thing we did was sit down with five years of financial statements. Marcos had sent us his accounts exactly as filed with the tax authorities. The reported EBITDA was €600,000. For an €8 million company, that was a 7.5% margin. Decent, but nothing to get excited about.
However, when we started making adjustments, the picture changed dramatically.
Marcos was paying himself a salary of €180,000 a year — well above market rate for a managing director in his sector. He had two company cars used by his family. He had charged the company €45,000 for renovations on a personal property. And the previous year, he had paid a one-off severance of €90,000 that wouldn’t recur.
When we added up all these legitimate adjustments, the adjusted EBITDA went from €600,000 to €1.1 million. This wasn’t a 7.5% margin business. It was a 13.7% margin business.
This is the number investors truly care about. Adjusted EBITDA strips out the owner’s personal expenses, extraordinary non-recurring items, and anything that doesn’t reflect the real profitability of the business.
In the Spanish mid-market, industrial companies typically sell at 4x to 7x EBITDA, depending on sector, growth, and asset quality. At €600,000 EBITDA, Marcos could expect offers of €2.4 to €4.2 million. At €1.1 million adjusted, the range jumped to €4.4–7.7 million.
The market data supports this trend. Mid-market M&A in Spain recovered by 10% in 2025, reaching €66 billion in total transactions. Buyer appetite is strong. But investors are more selective than ever.
Your team is your most valuable asset (and your biggest risk)
With the adjusted EBITDA in order, we thought offers would come quickly. We were wrong. In the first meetings with investors, everyone asked the same question.
“What happens if Marcos leaves the day after closing?”
Founder dependency is one of the biggest value destroyers in any M&A transaction. And Marcos, without knowing it, was the bottleneck of his own company. He approved every quote. He visited the key clients. He made the technical decisions. His operations director had been with the company for eight years but had never had real autonomy.
We had a tough conversation. I told him that if he wanted to sell his company for what it was worth, he needed to stop being indispensable. Not in a year. In months.
Marcos did something few founders have the humility to do. He stepped back. He started delegating budgets up to €50,000 to his operations director. He documented every production process that only he knew. He stopped attending meetings with three of his five main clients.
Within four months, the company ran without Marcos being there every day. In M&A, we call this “transferability”: the ability of a business to operate independently of its founder. It’s exactly what investors need to see before writing a cheque.
The uncomfortable question: what if you lose your biggest client?
There was another problem we uncovered when analyzing the client portfolio. Marcos’s largest client represented 35% of revenue. Nearly three million euros depended on a single commercial relationship that Marcos had personally maintained for twelve years.
For an investor, this is a red flag. If that client leaves — due to a management change, a cheaper competitor, any reason at all — the company loses a third of its revenue overnight.
The rule of thumb in M&A is clear: no single client should represent more than 15–20% of revenue. Above that threshold, concentration risk directly penalizes the valuation multiple.
Marcos understood. Over the following eight months, he strengthened his sales team and began prospecting sectors where he had never operated. He didn’t manage to bring the main client below 20%, but he got it down to 24%. More importantly, he signed four new contracts that demonstrated the company’s ability to diversify.
This effort didn’t just improve risk perception. It also showed something investors value enormously: that the business has growth potential beyond its current base. Private equity participated in 67% of Spanish M&A transactions in 2025, and these funds are looking for companies with room to scale, not stagnant businesses.
Three offers, one decision
After six months of intense preparation, we took Marcos’s company to market. This time, the response was completely different. Within eight weeks, we had interest from seven groups. Of those seven, three submitted binding offers.
The first came from a strategic buyer — a German competitor looking to enter the Spanish market. They offered 5.5x EBITDA but required Marcos to leave immediately and planned to absorb the factory into their own structure.
The second came from a Spanish family office specializing in industrial companies. An attractive offer at 5.8x EBITDA, with an organic growth plan and a role for Marcos as non-executive chairman for three years.
The third was from a private equity fund with manufacturing sector experience. Their offer: 6.2x EBITDA, valuing 100% of equity at €6.82 million. They asked Marcos to stay for two years as a strategic advisor, guaranteed the entire team’s continuity, and presented a growth plan that included bolt-on acquisitions.
“I didn’t choose the highest offer. I chose the one that best understood my company and the one that best looked after my people.”
Marcos signed with the private equity fund. The entire process, from our first meeting to signing at the notary, took fourteen months. Marcos always says the first six months of preparation were the most important.
And he’s right. Without adjusting the EBITDA, without reducing founder dependency, without diversifying the client base, Marcos’s company would still have no offers. Or worse, he would have accepted a low offer out of desperation.
Selling a company isn’t just about price. It’s about finding the right partner for the next chapter. A buyer who values what you’ve built, who takes care of your team, and who has a plan to grow what you started.
Every week we see stories like Marcos’s. The companies that prepare sell better — and at higher valuations. The ones that go to market unprepared end up frustrated, wasting time, and in many cases, not selling at all.
If you’re thinking about selling your business in the next two or three years, the time to start preparing is now. Not when the “for sale” sign is already up.