For US small and midsize business owners aiming for a 2028 exit, launching preparation efforts in 2026 is necessary. Closing a lower-middle-market M&A transaction requires significant advance work, from obtaining a credentialed business valuation to normalizing Seller’s Discretionary Earnings (SDE) and preparing for buyer due diligence.
Starting two years ahead ensures that operational risks are addressed before buyers use them as leverage during price negotiations.
Why US Owners Must Prepare in 2026 for a 2028 Sale
- Valuation Baseline & Normalization: Identifies true underlying earnings (EBITDA/SDE) and uncovers valuation drags, such as owner reliance or customer concentration, under IRS Revenue Ruling 59-60 standards.
- Tax & Entity Structuring: Allows tax CPAs time to model asset vs. stock sale implications, state tax impacts, installment sales, or Qualified Small Business Stock (QSBS) treatment under IRC §1202.
- SBA Loan Pre-Qualification: Ensures historical financials meet SBA 7(a) acquisition financing criteria, including debt service coverage and “Qualified Source” appraisal rules.
- Quality of Earnings (QofE) Readiness: Prepares internal accounting for rigorous buy-side financial audits and working capital peg negotiations.
Key Factors Buyers Scrutinize
To achieve top-tier valuation multiples in US private market deals, exit preparation must focus on key transferability factors:
- Quality and predictability of recurring operating cash flow.
- Independence of operational leadership from the founder.
- Diversity of the client roster (no single account >15% of revenue).
- Clean, GAAP-compliant financial reporting without unsupportable add-backs.
Conclusion
Preparing for a sale early does not force you to sell—it creates maximum flexibility and negotiating leverage. A certified business valuation from Aspen Valuations provides the independent, standards-based clarity required to execute a smooth, high-value transaction by 2028.