The Misalignment Tax
Every buyer who makes a serious offer
has already run a model against you.
Before any buyer submits an offer on a private business, their team has built an internal diligence model. It maps your revenue quality, your customer concentration, your management dependency, your working capital variability, your warranty exposure. It identifies every place where what you believe your business is worth diverges from what they can justify paying after diligence. That model exists specifically to find the distance between your number and theirs. It closes that gap in their favor.
Where the gap lives · Typical founder exposure at LOI
Post-signing retrade
40 to 60%
Deals with post-close adjustments
92%
Net proceeds swing from structure
20 to 40%
Failed deals where seller had the data
8 in 10
SRS Acquiom Deal Terms Study · GF Data LMM Transaction Report · Cordis proprietary engagement data
What Buyers Know That You Don't
Between 40 and 60 percent of signed LOIs are repriced before close: not because something fraudulent surfaced, but because findings emerged that the seller did not anticipate and the buyer had already modeled. Price is not proceeds. The gap between the LOI number and cash at closing can be 20 to 40 percent: earnouts that convert guaranteed consideration into contingent payment, escrow holdbacks that transfer risk back at no additional compensation, rollover equity on terms the buyer controls. In 8 out of 10 repriced transactions, the seller had access to the same information the buyer used to renegotiate. They simply had not organized it before the process began. That gap is the Misalignment Tax. It does not appear at closing. It accumulates in the months before any buyer sees your books, in every decision made without knowing what they would find, what they would use, and what they were already planning to subtract.
The Engine
We run the buyer's model
from your side of the table.
The analytical methodology institutional buyers use to model acquisition targets has been refined across thousands of real transactions and embedded inside every serious financial sponsor and strategic acquirer in private markets. Cordis rebuilt it from the seller's side of the table. That reorientation is what the Cordis MRI delivers.
SENTRY is a trained simulation engine, calibrated against what specific variables predicted in real transaction outcomes. When it produces a distribution, it is running your variables through a model built on what actually happened to businesses whose margin profile, concentration, owner role, and revenue trajectory behaved the same way under buyer scrutiny. Comp sheets reflect what deals were listed at. SENTRY reflects what they closed at, why, and what compressed the number. That is a different instrument entirely.
The Simulation
Every outcome that exists
for your business.
Rendered from real transaction data.
What follows is SENTRY running a live scenario. Each point of light is drawn from the calibrated transaction database. Watch the field accumulate. Watch it organize by buyer type. Watch the distributions emerge. Not from assumptions. From what actually happened to businesses at every point in that range.
SENTRY · Probabilistic Scenario Engine · Live Run
Awaiting · Scroll to Run
SENTRY will begin when this panel enters view. Each point represents a real closed transaction from the calibrated source data.
What you're seeing
Each point of light is a real closed transaction. The x-axis is the EBITDA multiple paid. Watch the scatter field organize itself into five distinct buyer populations. The same transactions, viewed through different acquisition lenses.
Why the gap matters
The distance between the copper peak and the teal peak is not hypothetical. It is the observed difference between what base institutional buyers paid and what strategic acquirers paid, for businesses at the same revenue and margin profile. That gap is what buyer selection is worth.
What the Cordis MRI produces
A distribution like this, calibrated to your specific variables. Not a comp sheet. Not a range estimate. A probability map of where deals of your type actually close. And what changes it.
Base Institutional
Median
Strategic Acquirer
Median
Search / Ind. Sponsor
Median
Transactions Plotted
0
From calibrated source data
Buyer Lanes Active
0
Of 12 to 15 modeled, narrowed to profile
Variables Assessed
0
Across 17 underwriting dimensions
The Point
This isn't a valuation.
It's the map of every outcome
that exists for your business.
SENTRY · What Changes
What the interventions
actually move.
The MRI doesn't just show you where you stand. It models what happens when you act. Each intervention is ranked by enterprise value recovered per dollar spent. Before any buyer sees your books.
Before interventions
After 6-month interventions
Strategic acquirer lane unlocked
3×4×5×6×7×8×9×10×
Distribution floor
lifts from 3.8× to 5.1×
Outcome dispersion
narrows 31%
Strategic lane
becomes accessible
01
Reporting upgrade
Demonstrate revenue sustainability across the customer base. Six-month timeline, ~$20K in accounting support. Reduces price-cut probability from 42% to 18%.
+0.8× floor6 months
02
Customer concentration restructure
Diversify billing structure of second-largest account. Reduces apparent concentration without losing the relationship. Narrows dispersion by 31%.
+0.6× median4 to 6 months
03
Management bench documentation
Document second-tier decision authority. PE buyers discount founder-dependent businesses by 0.5 to 1.0x regardless of financials.
+0.4× to PE lane3 months
Free · 3 Minutes
You just watched SENTRY run.
Now run it on your numbers.
Run it on your numbers. Enter three inputs: revenue band, owner earnings, largest customer concentration. and see where your business lands on the risk map. No email required to see the output.
The Foundation
The data architecture
runs deeper than this page.
Here is a sample.
SENTRY is calibrated against a layered data architecture: multiple public record streams, licensed institutional sources, and a proprietary dataset that compounds with every engagement Cordis runs. Below are two examples chosen for breadth. They are not the full picture. The moat is not what data we access. It is what we built with it. The pattern recognition it contains exists nowhere else.
Public Record
SBA 7(a) Loan Data
~$30B+ transactions / yr
Public Record
SEC / EDGAR Filings
Acquirer disclosures
Licensed · Institutional
PitchBook
Active buyer universe
Licensed · Institutional
GF Data
LMM transaction multiples
Proprietary · Compounds
Cordis Engagement Data
Pattern recognition no outside source contains
Calibration & Training Layer
Output
SENTRY · Trained Simulation
Your distribution · 50,000+ iterations per lane · 12 to 15 buyer archetypes
Data Architecture · Selected Examples
Public records · Licensed institutional · Proprietary engagement data
Example · Public Record
SBA 7(a) Loan Data
Bank underwriting as transaction intelligence
Every SBA-backed acquisition loan is public record. Most analysts read it as lending data. Cordis reads it as transaction data in disguise. The bank's underwriting reveals what a sophisticated lender thought the business was actually worth to secure against. Separate from what the buyer claimed to be paying. That gap is one of the most revealing numbers in any transaction. It lets us reverse-engineer the implied valuation logic behind thousands of lower-middle-market deals that never appeared in any comp database.
Example · Institutional
PitchBook · GF Data
Live buyer universe and transaction multiples by sector
PitchBook maps the active buyer universe: who is acquiring, in which sectors, at what cadence. GF Data tracks PE transaction multiples by revenue band, updated quarterly from real closed deals. Together they answer two questions simultaneously: what have buyers paid, and how actively are they buying right now. A platform accelerating acquisitions in your sector is a materially different buyer than their historical average suggests. SENTRY weights for that difference in real time.
Proprietary · Compounds Over Time
Cordis Engagement Data
Pattern recognition no outside source contains
Every Cordis MRI engagement generates calibration data that no public source carries: which variables actually predicted retrade in completed transactions, which management presentation patterns preceded earnout structures, which margin profiles correlated with post-close adjustment risk. This layer compounds with every engagement we run. It is not available for license. It is not replicated anywhere. It is the reason SENTRY produces a trained model rather than a filtered comp sheet That is the reason that model sharpens with use.
Converges Into Cordis Calibration Layer
The Calibration
Not a lookup.
A trained model.
Multiple streams triangulate around the same transactions from different angles: what buyers paid, what structure they imposed, what lenders thought the business was worth to secure against, and what Cordis has observed across completed engagements. That triangulation reveals something no single source can: which variables predicted which outcomes. Which concentration thresholds triggered holdbacks. Which margin patterns invited retrade. That pattern recognition is Cordis's analytical work. It is not in any dataset you can buy.
What This Means
Your distribution reflects
real outcomes.
When SENTRY produces a distribution for your engagement, the floor it shows you is the floor that businesses with your specific risk configuration actually experienced. The median is where deals at your variable profile actually closed. The ceiling is what preparation and buyer selection actually unlocked. That precision is why the Cordis MRI exists. There is no other instrument that produces it for a founder.
Live Signal · What The Market Is Doing Right Now
PE Platform CadenceRolling acquisition pace by sector · Fund cycle positioning
Sector Acceleration12-month deal flow by buyer archetype
Structure DriftEarnout and escrow trends by revenue band
Live Signal · Within Engagement Only
Buyer behavior is not static. A PE platform that has acquired three businesses in your sector in the past twelve months is a fundamentally different counterparty than their historical average suggests . Their motivation is higher, their timeline is compressed, and their willingness to compete on structure is real. SENTRY's live signal layer tracks current platform acquisition cadence by sector, fund cycle positioning, earnout and escrow trend drift, and rolling 12-month deal pace across buyer archetypes.
The result: your distribution reflects not just what buyers have paid historically, but what the market is doing right now. That is not available from any static dataset. It is one of the most material inputs in a transaction, and it is exclusive to the full MRI engagement.
Why It Matters
A comp sheet tells you what deals were marketed at.
SENTRY tells you what they closed at, why, and what moved the number.
Those are not the same document.
Engagement Process
Weeks 1 to 2
Scan
Your financials, operations, and market position assessed across 12 buyer dimensions. Revenue quality. Customer concentration. Management dependency. Working capital structure. EBITDA normalization. Diligence friction flags. We establish the baseline the buyer will use before your first conversation. Documented, verified, yours.
Output
Input lock confirmed with you before anything runs
Weeks 2 to 3
Buyer Engine
We model 12 to 15 buyer archetypes against your profile. Strategic acquirers, financial sponsors, family offices, search funds, independent sponsors, platform operators. Then narrow to the 4 to 6 active pathways most relevant to your business. Each buyer type values your business differently. Each runs a different diligence playbook. You need to know all of them before any of them knows you.
Output
Active buyer lanes confirmed with you before simulation runs
Weeks 3 to 5
SENTRY Simulation
The calibrated model runs. Thousands of simulated outcomes per active buyer pathway, weighted against actual transaction data. Every variable stress-tested within ranges drawn from real closed deals. Not assumptions. The result is not a number. It is a distribution with a floor, a ceiling, and a probability mass that shows you where deals of your type actually close.
Output
Full outcome distribution produced per buyer lane
Weeks 5 to 6
Intervention Index
Every lever ranked by enterprise value recovered per dollar spent. Customer concentration. Reporting quality. Management bench depth. Working capital normalization. Each intervention modeled at three readiness horizons: today, six months, twelve months. You see exactly which fixes are worth doing, what they cost, and what they return. Before any buyer sees your books.
Output
Complete Cordis MRI delivered. Yours to keep and use with any advisor, on any timeline.
Preliminary Scan
Run It On Your Numbers
Eight inputs.
SENTRY in 60 seconds.
See what the buyer sees first.
Three inputs. SENTRY runs a preliminary exposure scan and returns your risk profile across the six dimensions buyers underwrite first. This is not the full engagement. It is a controlled release of what the engine surfaces on initial pass. Enough to show you the shape of what exists.
SENTRY · Preliminary Exposure Scan · Partial Release
Exposure Dimensions · Initial Buyer Pass
Base Institutional Buyer · Lane 01 of 05
Zero-Cost Finding
SENTRY Identified · Actionable Regardless of Next Step
Buyer Lanes 02 to 05
Strategic, family office, PE add-on, search fund. Each models your business differently.
Outcome Distribution
P10 floor to P90 ceiling across all active buyer lanes. Where deals of your type actually close.
Retrade Probability
The specific probability a signed LOI gets repriced, by buyer type. Calibrated from transaction data.
Intervention Index
Every lever ranked by EV recovered per dollar spent. Three readiness horizons.
Preliminary Brief · Complete Exposure Analysis
We have prepared a written interpretation of your scan covering what each flagged dimension means in a buyer's hands, and a second buyer lane rendered for comparison. The difference between how two buyer types read the same business is where your outcome distribution lives. Enter your name and email to receive it.
Your preliminary brief is on its way. Check your inbox within a few minutes. It arrives from a Cordis principal, not an automated system. If you have questions before then, reply directly.
The buyer already has
a model for your business.
Now you can too.
An MRI engagement begins with a document submission. No discovery call. No pitch. You submit your financials, we confirm the input lock with you, and within four to six weeks you have the most precise picture of your transaction position available to any founder in the lower-middle-market. The process does not begin until you are ready. When it does, it runs on your timeline.
Submit your financials to begin. No discovery call. No pitch. Document submission takes fifteen minutes. Within four to six weeks you will have the most precise picture of your transaction position available to any founder in the lower-middle-market.
Begin Your Engagement
Current delivery window: 21 business days from document receipt · Engagements accepted on a rolling basis
The MRI is an independent diagnostic engagement. Not tied to a transaction mandate, a listing agreement, or a success fee.
The analysis is yours to keep and act on with any advisor, on any timeline.
The founders who get the most from this engagement are the ones
who already suspected something was off.
If that is you, you are ready.