The price got cut in week nine.

The offer was $18M, at 6.4x profit, from a private equity buyer. Everyone shook hands. Then diligence started, and it ran long, five months.

In week nine, the buyer cut the price. Twelve percent, off a number everyone thought was settled. This is the re-trade: the price cut that lands after the handshake, once the buyer's team has been through the books.

What did they find? Nothing the owner did not already know. The top customer was 38% of revenue. And the contract with that customer could be canceled on 60 days' notice. The owner had lived with both facts for years and had a story for each. The business ran fine. The customer was loyal. Nothing had gone wrong.

The buyer's quality-of-earnings team did not hear a story. They saw a single point of failure with a 60-day fuse. More than a third of the whole business rested on one customer who could leave in two months, with a signed right to do it. The team applied the customer-concentration discount their sector uses for exactly this. By the time it showed up in the report, the discount was the discount. There was nothing to argue.

The gap between the two views is the whole lesson. From the inside, the owner saw a relationship that had held for years. From the outside, the buyer's accountant saw a risk that had not blown up yet. Both were looking at the same customer. The owner was looking at the past. The buyer was pricing the future.

The re-trade did not come out of nowhere. It came out of diligence, the first time anyone outside the business tested what the owner had been explaining away. What survives that test is what gets paid for. What does not survive it gets priced as risk, in week nine, when the leverage has already shifted to the buyer.