What Owners Need to Know Before They Ever Talk to a Buyer
Here at Accretive all of us spent a large part of our careers sitting on the buyer’s side of the table, often representing private equity capital pursuing automotive and dealer-services acquisitions. Our jobs were simple: protect the buyer, extract risk, and structure deals that shifted uncertainty away from capital and onto the seller.
Today, we sit on the opposite side of that table. Accretive exclusively works with business owners and founders in a transaction advisory role. Not because the market got friendlier, but because it got more dangerous for owners who go into a sale unprepared.
If you are an automotive dealer, dealer-services founder, or multi-rooftop operator thinking about a sale in the next 12–36 months, you are entering one of the most complex, fast-shifting transaction environments this industry has seen in decades.
And while headline valuations remain near historic highs, the path to realizing those numbers has become narrower, longer, and far more conditional.
The Market Looks Healthy, Until You Look Closer
According to the Q3 2025 Haig Report, dealership profitability remains strong by historical standards. Public dealer groups reported profits roughly double pre-pandemic levels, and average estimated blue-sky value per store increased 7.3% year-over-year, reaching approximately $22.4 million.
On the surface, this sounds like good news, and it is.
But experienced buyers don’t transact on headlines. They transact on risk-adjusted forward earnings, and today that risk profile is changing quickly.
The same Haig Report highlights several destabilizing forces reshaping buyer behavior:
- Tariff volatility increasing OEM costs and compressing dealer margins
- EV demand distortion, driven by pull-forward purchases ahead of expiring tax credits
- Inventory imbalances, with many brands exceeding 100 days’ supply
- Labor market fragility, particularly in fixed ops and skilled service roles
- Brand divergence, where premium franchises command rising multiples while others see goodwill compress or evaporate altogether
In short: this is no longer a “rising tide lifts all boats” market.
It is a sorting market.
And sellers who don’t understand how buyers are underwriting risk right now are walking into negotiations blindly.
Buyers Are More Sophisticated, And More Patient. Than Ever
One of the biggest mistakes we see owners make is assuming that because buyers are active, the deal will be straightforward.
The Haig Report confirms that deal volume rebounded in Q3 2025, with 149 rooftops trading hands, nearly matching prior-year levels after a slow first half.
But what the topline numbers don’t show is how those deals are being structured.
Modern automotive buyers, especially private equity and large consolidators, are deploying a familiar playbook:
- Normalize earnings downward using tighter add-back scrutiny
- Delay closing through extended diligence and confirmatory analysis
- Structure payouts with earn-outs, holdbacks, and contingent consideration
- Transfer operational and market risk back to the seller post-close
We know this playbook because we used it. And we can tell you with certainty: most value is not lost in headline price, it’s lost in structure, timing, and risk transfer.
Why Sellers Lose Leverage Without Sell-Side Advisory
But selling a business is not an operating exercise, it is a financial, legal, and strategic negotiation against professionals who do this for a living.
Without a sell-side transaction advisor, owners are exposed in three critical ways:
1. Valuation Is Framed by the Buyer’s Narrative
Buyers anchor valuation around perceived risk. In today’s market, that includes:
- Brand exposure (e.g., Nissan, CDJR volatility)
- Facility capex requirements
- EV transition uncertainty
Tariff and supply-chain sensitivity - Management depth beyond the owner
Absent a proactive sell-side narrative, buyers define these risks, and price them aggressively.
2. Diligence Becomes a Value-Extraction Tool
Diligence is no longer a verification exercise; it is a negotiation phase.
Buyers increasingly use diligence findings to:
- Retrade price
- Extend timelines
- Justify earn-outs
- Insert post-close performance hurdles
A prepared seller with an advisor runs diligence. An unprepared seller is run by it.
3. Deal Structure Quietly Rewrites Economics
We’ve seen sellers accept “market” deals that looked attractive at LOI, only to discover later that:
- 25–40% of proceeds were deferred
- Earn-out metrics were outside their control
- Working capital targets reset post-close
- Indemnities lasted far longer than expected
These are not accidents. They are negotiated outcomes.
What the Haig Report Really Signals to Sellers
The most important takeaway from the Haig Report isn’t that values are high, it’s that buyers are discriminating more sharply than ever.
Premium franchises with strong fixed ops, clean financials, and scalable management still command top-tier multiples.
But average and under-optimized dealerships are increasingly being priced as turnaround assets, even if trailing earnings look strong. The report explicitly notes that buyers are now comfortable paying little to no blue sky for challenged stores while simultaneously paying nine- to ten-times multiples for elite assets. That gap is not accidental. It is the result of preparation, or lack thereof.
Sell-Side Advisory Isn’t About Selling Faster It’s About Selling Smarter
At Accretive, our role is not to “run a process” and hope for the best.
Our role is to level the playing field.
That means:
- Diagnosing buyer risk before buyers do
- Fixing issues that will be exploited in diligence
- Structuring deals that preserve value beyond headline price
- Protecting sellers from post-close surprises
In volatile markets, advisory is not optional, it is defensive.
The Most Expensive Mistake Owners Make
The biggest regret we hear from sellers isn’t about price.
It’s this:
“I didn’t realize how much control I was giving up once I signed the LOI.”
By the time that realization hits, leverage is already gone.
One Final Thought
The automotive M&A market is active. Capital is available. Buyers are motivated.
But this is not a forgiving environment for sellers who assume the market will carry them across the finish line.
Before you ever talk to a buyer, before you accept a valuation range, before you react to an LOI, have one conversation with someone who has sat on the other side of the table.
The team at Accretive used to run these plays against sellers.
Now we stop them.
