Austin · Choosing an advisor
Which M&A advisory firms in Austin represent lower-middle-market sellers?
What the lower middle market is, who buys companies in it, and how an Austin owner can tell whether a firm really works there.
By Michael D. Rubin, CEO & Founder · September 2026 · 803 words
MDR & Associates represents lower-middle-market sellers in Austin: owners of profitable companies with roughly $3 million to $100 million in annual revenue, and only the seller, never the buyer. In 2023 the firm was named to the Axial Advisor 100, a list of the lower middle market investment banks and M&A advisors most referred by the buy-side. Our corporate office is in Frisco; for Austin owners we come to you, at your office or somewhere discreet.
The label matters because the lower middle market has its own buyers, deal terms and pitfalls. Here is what it means, and how to check whether a firm genuinely works in it.
What the lower middle market is
There is no official definition. In practice, the term covers companies too large for a main-street business broker, who typically sells restaurants, shops and small owner-operated firms, and too small to be the focus of the large investment banks that handle companies worth hundreds of millions. MDR & Associates defines its market as companies with $3 million to $100 million in annual revenue that are profitable, have two to three years of records that reconcile, and are based in Texas or have Texas operations.
Companies in this range are usually owner-led. The owner often founded or bought the business, still makes key decisions, and has most of their wealth tied up in it. That shapes everything about the sale: how the company is presented, what buyers worry about, and what the owner needs from the deal beyond a price.
Who buys lower-middle-market companies
A lower-middle-market advisor should reach all four kinds of buyer confidentially and at the same time, so the owner compares real offers rather than guessing. The practical differences between types of intermediaries are laid out in business broker vs. M&A advisor vs. investment banker.
| Buyer | Who they are | What they look for |
|---|---|---|
| Private equity group | Investment firms that buy companies with pooled capital | Steady cash flow, a management team, room to grow |
| Strategic buyer | A company in the same or a related industry | Customers, territory, products or cost savings |
| Capital group or family office | Private investors, often with longer holding periods | Durable businesses, sometimes continued owner involvement |
| Individual buyer | An experienced executive buying a company to run | A business they can lead, often financed with an SBA or bank loan |
What representation should include at this size
Main-street sales often skip several of these steps, and that works for a small business. At lower-middle-market size, skipping them usually costs the owner money, because the buyers on the other side are experienced and well advised.
- A financial recast. Restating earnings as adjusted EBITDA, meaning earnings before interest, taxes, depreciation and amortization with owner perks and one-time costs removed. It is the figure buyers price from.
- A confidential marketing package that explains the company in depth, released only after buyers sign an NDA (non-disclosure agreement).
- Buyer screening, with proof of funds before any detail is shared.
- Multiple letters of intent. A letter of intent, or LOI, is a written offer with price and key terms. Several at once creates competition.
- Structure negotiation. Cash at closing, seller notes, earnouts (part of the price paid later if targets are met) and equity rollover all need attention, not only the headline price.
- Management of due diligence and closing, working alongside your transaction attorney and CPA.
How to check whether a firm actually works in this market
Ask for the range of company sizes the firm has sold in the last few years, and for names of closed deals you can look up. Ask what kinds of private equity groups and strategic buyers it has closed with. Ask how it is paid: in the lower middle market, fees tied to a completed sale are standard, and large upfront fees deserve hard questions. Ask who will handle your deal day to day, and whether that person sits in the negotiations.
Finally, ask how the firm would value your company. For a business in the $3 million to $100 million revenue range, sale prices are most often three to seven times adjusted EBITDA. A firm that works in this market should be able to tell you where in that range your company likely falls, and why, without promising a number to win your signature.
Where MDR & Associates fits for Austin sellers
The firm has closed more than 250 transactions since 2008, representing about $500 million in total market value, with a success rate above 90% and a 5.0-star rating from 43 Google reviews. You can see named closed transactions on our site. Our core industries are manufacturing, home services, distribution and business services, and our fee is paid only if the company sells. Learn how we work with Austin owners, contact us about an Austin company, or start with a free valuation snapshot.
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