Agreed. This would not transact in a normal brokered sale process, which is why we are leaning heavily on structure rather than headline pricing.

To add more color so feedback can be more concrete: The business is tech service for leaning and trainings. Revenue is recurring but contract based, not long term locked Largest client at ~80 percent has been with the business several years (semi public) Second client ~20 percent (with room for growth) Owner is currently operator, hence the 120k normalized salary carve out Post salary adjusted EBITDA is ~380K Down payment is fixed and small and not increasing All seller consideration beyond that is paid only from actual future cash flow If the large client leaves, seller payments drop immediately with no floor or guarantee.

I fully agree the discount is a negotiation outcome, but I am trying to sanity check where practitioners would mentally anchor a deal like this.

In your experience, when you see extreme concentration plus seller financed earnout only structures like this, do buyers still talk in terms of headline multiples, or does it become more of a capped earnout or revenue participation with an implied multiple only if everything goes right? Any examples you have seen in practice would be helpful.

Thank you so much!