Featuring the Gap Table (Forbes) and the Misalignment Tax (Fast Company).
Off-Market / Speaking
Ron Smith, author of Buyer-Ready

Where the price really gets set. Years before any offer.

Most owners will get a call from a buyer whether they want one or not. Ron shows rooms of owners, and the advisors who serve them, where the price of a private company is decided and what to do about it, whether or not they ever plan to sell.
Ask Ron to speak →
Talk one, the signature talk

The Misalignment Tax: where the price goes between the handshake and the wire.

For: trade associations, EO and Vistage groups, owner conferences.

In lower-middle-market deals, about three in four take at least one price cut after the letter of intent is signed. In unprepared deals, the average cut runs near 18 percent (Cordis Institute research). Ron calls that gap the Misalignment Tax: what an owner loses because the preparation didn't match the buyer who actually showed up.

He follows a composite owner, an HVAC company in Baltimore, from an offer that said $15.2 million to a check that said $7.9 million, and the four issues nobody talked about in between. Then he builds the Gap Table™ live on stage: every place a likely buyer would cut the price, a dollar figure on each, and a decision on every row (fix, position, or concede). Owners leave with their first three rows drafted.

  • ✓The two leaksThe pricing leak before any letter exists, and the deal leak after you sign. Different clocks, different fixes.
  • ✓Every offer is three pricesThe headline, the working-capital peg, and the earnout. Earnouts pay about 21 cents per negotiated dollar (SRS Acquiom).
  • ✓The first buyer callFour rules for a call that commits you to nothing.
  • ✓The window that mattersThe 12 to 24 months before a banker is hired, when preparation actually moves the number (Cordis Institute).
Talk two, for the CPA room

The conversion work: how the advisor turns stated numbers into evidence.

For: state CPA societies, accounting firm partner meetings, wealth and estate planning groups.

When a buyer's accountants rebuild a client's earnings from the bank statements up, every add-back without paper behind it tends to fall out. At six times earnings, a few hundred thousand dollars of thin paperwork becomes well over a million dollars of price. Most closely held clients will face that rebuild sooner or later.

This talk frames readiness as work the advisor leads, years before any banker is hired: turning stated add-backs into documented ones, turning a seasonal balance sheet into a 12-month working-capital history the client can defend (the buyer's peg calculation prevails about 7 in 10 times, per SRS Acquiom), and turning the owner's memory into a signed, dated baseline. The advisor who is in the readiness conversation early is the one who keeps the seat after the deal.

Talk three, for families

Own the decision: the kitchen-table talk most families have too late.

For: family-business programs, family office forums, owner and spouse events, next-generation groups.

When a real offer lands, the money is large enough to change things at home. Families who have never talked about it end up deciding at seven at night, over two printed letters. Ron walks families through the work that makes the decision theirs before any buyer is in the room: knowing their number, writing a one-page walk-away line before an offer exists, and answering the question nobody asks in a sale: what does Tuesday look like after?

  • ✓Core and surplusThe two parts of a family's number, and why the order of the talk matters.
  • ✓The walk-away pageThe real value beside the headline, the family's floor, and the one-sentence reason.
  • ✓The after-plan, in orderWho you are, then your time, then the money, answered as two people.
  • ✓How to say "not yet" and mean itBy naming what would turn it into a yes.
Formats

Fit to your room.

Every talk can be tuned to the trade in the room: HVAC, plumbing, electrical, fire and life safety, commercial refrigeration, and nearby specialty trades. Every story is a composite, and labeled that way. Nothing in any talk asks an owner to sell.

About Ron

He has sat on every side of the table.

Ron Smith grew up inside the HVAC business his parents built. After about a decade on Wall Street in capital formation, he led a wealth advisory team at a global asset manager, advising ultra-high-net-worth families. He then joined the largest independent research firm on Wall Street, where he guided business owners through transactions and exit planning.

Today he is the founder of Cordis Group and Head of Research at the Cordis Institute. He is the author of Buyer-Ready (The Off-Market Method), a member of the Forbes Business Council (Editor's Choice) and the Fast Company Executive Board, and has published the Gap Table™ in Forbes and the Misalignment Tax in Fast Company.

Ask Ron to speak

Tell us about your event.

Ron reads every request and replies by email. No phone number needed.

"Not for sale" should never mean not prepared.

Want a feel for the material first? Take the Map: 10 questions that show an owner where the business stands today.

See the Map →
See where I stand, free →