Notes from a broker-led exit workshop in Austin w/ local SMBs (5/12/26)

This morning I sat in on a small, closed-door exit workshop hosted by a prominent business brokerage platform. I wasn’t there as a buyer or seller, mostly listening for what brokers emphasize and where deals tend to break. Small room, mixed intent, not a representative sample. Still useful. A few takeaways for those evaluating acquisitions: 1. Seller unpreparedness shows up the same way over and over Brokers repeatedly emphasized late-stage cleanup. Common issues included mixed personal and business expenses, inconsistent financial history, and owners trying to normalize earnings under time pressure. The problem isn’t that issues exist. It’s that they surface too late to address cleanly once lenders and third parties are involved. 2. Two to three years of clean history is not a preference, it’s a gate Banks care about consistency, documentation, and repeatability. Verbal explanations help, but only when they align with filings and records. Buyers should be cautious about assuming everything is “fixable later.” Some things are, some things materially change risk once financing enters the picture. 3. Brokers optimize for transactions, not total readiness That’s not a critique, it’s incentive alignment. Brokers are excellent at screening buyers, managing process, and advancing deals. They are not positioned to own buyer sustainability, post-close capital decisions, or coordination across tax, legal, and operating changes. That responsibility lands elsewhere, whether buyers plan for it or not. 4. Where buyers tend to misjudge risk Issues tend to arise when buyers overweight pro formas, underweight how owner-dependent decisions really are, or treat diligence as a checklist rather than a signal-extraction exercise. What helps here is having an independent, non-transactional perspective stress-testing assumptions and second-order consequences outside the deal itself. Bottom line: Most friction in small and lower-middle-market deals isn’t about price. It’s about readiness and structure under time pressure. Buyers who plan for that reality tend to make better decisions, including when to walk away. Happy to compare notes with others seeing similar patterns.