New Working Paper
Working Paper
Misalignment Tax
The Deal Certainty
Discount
Discount
Close-probability and post-LOI value compression in lower-middle-market transactions. Why the highest offer on the table is often the one least likely to close, and least likely to be paid in full once it does.
Named Finding
A signed letter of intent is a probability-weighted number, not a price. In a thin process the highest headline is frequently the least certain, and a seller who ranks by headline rather than by expected realized value can choose wrongly.
The Number You Were Quoted Is Not Your Number
What different buyers actually see when they look at your business and why it changes everything you should fix.
The First Question Is Never About Value
What founders actually want — and why the answer is almost never what they say first.
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$2.5T in Dry Powder. What It Means for Sellers.
Motivated buyers are still disciplined buyers. What the PE capital overhang actually produces at the table.
Latest Articles
7 articles
Misalignment Tax
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7.2x. What That Number Actually Means at the Table
The average LMM multiple is holding flat. The spread between prepared and unprepared sellers is where the real story lives.
False Summit
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Founders Are More Realistic in 2026. That's Not Enough.
After two years of correction, founders have adjusted price expectations. The buyer's model hasn't changed.
Misalignment Tax
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The Buyer's Model Runs Before the First Meeting
Every sophisticated buyer arrives with a proprietary underwriting framework. Most founders have never seen it.
Market Signal
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Customer Concentration: The 40% Rule in Early 2026
GF Data documents a 0.8–1.2x EBITDA discount when concentration exceeds 40%. In current buyer underwriting, applied without exception.
False Summit
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76%. The Number That Reframes Every Exit Conversation
Not because founders built the wrong business. Because they walked in without the model the buyer was already running.
Misalignment Tax
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The Room Always Goes Quiet at This Moment
There's a specific point in every engagement where the founder sees their business the way a buyer sees it for the first time.
Research Papers
Full archive at Cordis Institute →
003
The Deal Certainty Discount
Close-Probability and Post-LOI Value Compression in Lower-Middle-Market Transactions · Cordis Institute No. 003
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002
The Buyer Lane Preparation Map
Underwriting Model Divergence and Forecastable Post-LOI Compression in Lower-Middle-Market Transactions · Cordis Institute No. 002
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001
The Preparation Gap in Early 2026
Post-LOI Adjustment Patterns in Lower-Middle-Market Transactions · Cordis Institute No. 001
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Q1A
The False Summit
Why Founders Optimize for the Wrong Metric in Exit Preparation
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Q1B
The Preparation Gap — Full Report
Quantitative Analysis of Pre-Transaction Preparation and Post-LOI Outcomes
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