Field notes from the middle market.
Periodic write-ups on methodology, deal dynamics, and the working mechanics of middle-market M&A. Written for practitioners and the people who read their reports.
- April 2026Market Insights
The achievability gap: what earnouts actually pay, and how to negotiate one you'll receive.
Across SRS Acquiom's 2025 Deal Terms Study, mid-market earnouts pay 21 cents on the dollar. Bio-pharma pays 19. We unpack the data, the case law, and the structural choices that determine which side of the median a seller's earnout falls on. Six charts including a term-sheet checklist.
- April 2026Case Studies
PGT Innovations: a public-deal case study in reading the difference between a headline and an economic multiple.
A case study reconstructed entirely from public disclosures. Masonite's $41 headline compressed to $39.77 in four weeks. MITER's $42 cash topping bid cleared at 12.4x trailing EBITDA. Six charts built on EODHD market data and 10-K filings.
- April 2026Primers
Reading a first-round IOI: five tells the letter gives you before the banker does.
An indication of interest is a document that wants to be read quickly and discussed slowly. Five signals to look for before anyone starts negotiating the number.
- April 2026Market Insights
The middle-market multiple at a 4% ten-year: what reset rates did to private valuation math.
The textbook said multiples should compress a full turn. In middle-market industrials and services, they mostly didn't. Three things held them up — and one of them is wearing thin.
- April 2026Case Studies
Roll-up arithmetic, honestly told: where the 4×-in, 8×-out story actually breaks.
The headline arithmetic of a roll-up is not wrong. It is incomplete. Three specific places the math quietly leaks — and what the honest version looks like.
- April 2026Primers
When to engage an acquirer assessment — and when not to.
An acquirer assessment is not diligence, and it is not a pitch. It is a written evaluation built for the seller's negotiating posture. Three situations where it earns its keep, and one where it doesn't.
- March 2026Primers
Component-parts valuation, in practice.
A cleaner floor, a more defensible ceiling, and a clearer conversation at the negotiating table. Why we default to component-parts for any business with more than one segment.
- February 2026Observations
What 'institutional' looks like for family sellers.
Family and founder-led sellers aren't underserved because banks won't take their calls. They're underserved because the deliverables are built for a different reader.