The Broker Call Where the Numbers Move!

There is a specific moment on every serious broker call where something shifts, and you can feel it in your chest. The price moves... The EBITDA methodology changes... The seller adds a condition... And you have about###-###-#### seconds to figure out whether the deal you spent three weeks thinking about still makes sense at the new number. Most of us say the same thing in that moment. "Let me look at that and get back to you." It sounds professional. It buys time. And every single time you say it, you feel the momentum leave the room. We say it to save face, but we know the deal just started dying. - The Averaging Argument You built your model on a straight three-year average. Standard, defensible, what most buyers use. Then the broker says they want a weighted average because the business has been growing, or trailing twelve months (TTM) because Q1 this year was strong. Either way, the EBITDA goes up and the asking price suddenly looks more reasonable. You are sitting there doing math in your head: what was my straight average, what is the dollar difference, does it move my DSCR enough to matter? The honest answer is you do not know. Not on the call. You’re staring at a static PDF while the deal becomes fluid. By then, the broker has three other buyers who did not ask to get back to them. - The Add-back Negotiation Broker says the lender is accepting a specific add-back. They frame it as settled. Maybe it is... Maybe it is not. But now you have to decide in real time whether you are taking it at face value or haircutting it. Because if your lender doesn't accept it, your EBITDA drops and your DSCR goes with it. The question every searcher wants to answer in that moment: if I haircut this by 50%, where does my number need to be for the math to hold? You know the answer. Eventually. After the call. When it is too late to use it. - The Multiple Conversation Broker says the seller will not go below a certain number. You are somewhere else. Between those two prices is a structure that might work for both sides, but only if the DSCR clears. What you want to say: "At your number, my DSCR is X, at my number it is Y, here is what I need from the structure to close the gap. Let us work backward from what the lender will accept." What most of us actually do is take a note, say we will model it out, and follow up by email two days later. By then, the seller has talked themselves out of the flexibility they had in that moment. The rapport you built over forty minutes evaporates in the forty-eight hours of silence that follows. The deals that stay with me are not the ones where the numbers never worked. They are the ones where the numbers might have worked if I could have shown it in real time instead of three days later in a spreadsheet nobody asked for. Curious whether anyone has found a way to stay in the conversation while the numbers are moving.