QoE restatements appear in 45% of transactions, averaging 8–12% of enterprise value impact. These restatements are not errors. They are the buyer's underwriting model applying a different lens to the same financials the founder has been running the business on for years.
Customer concentration above 40% triggers a mechanical 0.8x–1.2x EBITDA discount in PE underwriting models before the first meeting. This is not a negotiation tactic. It is a structural feature of how institutional buyers price risk in the lower-middle-market.
The upstream window, 12 to 24 months before a banker is engaged, is the only period in which preparation materially changes outcomes. Once the process begins, the buyer's model is already running and the price adjustments it produces are structural, not negotiable.
The Preparation Gap opens a four-paper sequence. WP-002, The Buyer Lane Preparation Map, disaggregates this gap across active buyer archetypes. WP-003, The Deal Certainty Discount, describes the compression that forms after the letter is signed. WP-004, The Preparation Frontier, asks what an owner with a finite budget should fix first.
Read WP-002 → Read WP-003 → Read WP-004 →