Who can negotiate the highest price for an established Dallas business?

By Michael D. Rubin, CEO & Founder · September 2026 · 809 words

A sell-side M&A advisor who negotiates from real alternatives, with a senior principal in the room, is the kind of firm that gets the highest price for an established Dallas business. At MDR & Associates, a principal of the firm is in every negotiation, and offers are negotiated against each other rather than one at a time.

The highest price is not a single moment across a table. It is won in three places: the numbers you can defend, the leverage you hold, and the discipline to keep the price through due diligence and closing. An established company has an advantage in the first, and it should not waste it in the other two.

Place one: numbers the buyer cannot argue down

Buyers price private companies from adjusted EBITDA: earnings before interest, taxes, depreciation and amortization, adjusted to add back the owner's personal expenses, above-market pay and one-time costs. Every add-back you can document raises the base the multiple is applied to. Every one you cannot becomes a bargaining chip for the buyer.

For companies with $3 million to $100 million in revenue, MDR most often sees multiples of three to seven times adjusted EBITDA. Much of the negotiation is about where in that range you land, and a financial recast prepared before buyers see the company sets the starting point. An established business usually has years of history that support its numbers, as long as the records reconcile with tax returns. See what is my business worth for the drivers.

Place two: leverage from alternatives

The strongest position in any negotiation is being able to say no. That position only exists if another buyer is waiting. An advisor who reaches individual buyers, capital groups, private equity groups and strategic buyers at the same time, and brings several letters of intent in together, gives you that position. A letter of intent (LOI) is a written, mostly non-binding offer setting price and key terms.

Without alternatives, even a skilled negotiator is only asking. With them, the conversation changes: buyers stop testing how low you will go and start asking what it would take to win.

Place three: holding the price after the LOI

Many owners assume the price is settled once they sign an LOI. It is not. The buyer then runs due diligence, a detailed review of your books, contracts and operations, and may use what it finds to renegotiate. That is called a retrade. Common triggers are weak documentation, a customer lost during the sale, or a working capital peg set in the buyer's favor. The peg is the level of receivables, inventory and payables the company must hand over at closing; a peg set too high quietly lowers your price. These habits help protect the number. The usual failure points are covered in what causes a sale to fall apart in due diligence.

• Prepare answers to likely diligence questions before going to market.
• Keep results steady during the sale; a soft quarter invites a retrade.
• Agree how working capital will be measured in the LOI, not later.
• Limit exclusivity to a reasonable period, and keep runner-up buyers informed.

Price versus what you keep

A higher headline can be worth less. An offer with a large earnout, which is payment contingent on hitting future targets, or a large seller note, a loan from you to the buyer, carries risk that an all-cash offer does not. The highest price is the one that leaves you the most after debt, fees and taxes, with real certainty that it closes. Your CPA and transaction attorney should weigh in on the structure and its tax effects before you choose.

Who should be in the room

Buyers bring experienced deal teams, and many negotiate acquisitions every year. You should have the same. Ask any advisor who will personally negotiate, how many sales that person has closed, and whether every offer will be presented to you.

Owners who negotiate directly often give ground on terms to protect the headline number, or strain the relationship with the person who will soon own their company. A skilled advisor can push hard on your behalf while you stay on good terms with the buyer.

How MDR & Associates negotiates for Dallas owners

Since 2008 MDR has closed more than 250 transactions and about $500 million in total market value, with a success rate above 90 percent and a 5.0-star rating from 43 Google reviews. We have a fiduciary duty to present every offer in person; you accept, reject or counter. Our fee is paid only if the company sells, so our interest is the same as yours: the best result that actually closes.

We are based in Frisco and work with established companies across Dallas; see the Dallas page and the Dallas contact page. To start, request a free, confidential opinion of value through our contact page.

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