The Valuation Didn’t Kill the Deal. The Price Did.

One of the most common things I hear when a transaction starts to wobble is this: “The valuation killed the deal.”

In my experience, that usually is not true. The valuation did not create the problem. It revealed it.

If a business cannot support the agreed purchase price based on its normalized earnings, risk profile, and market realities, then the issue was already there. The appraisal simply forced everyone to confront it.

That distinction matters. A valuation is not supposed to validate optimism. It is not supposed to protect momentum. And it is certainly not supposed to rescue an overreaching deal structure.

It is supposed to answer a harder question: Does the economics of this transaction actually make sense?

Sometimes the answer is yes. Sometimes the answer is no. And when the answer is no, the valuation often becomes the messenger everyone wants to blame.

But in many of these cases, the real issue is one of the following:

  • earnings were overstated
  • owner compensation was not normalized
  • rent was below market
  • add-backs were too aggressive
  • projections were doing too much work
  • the agreed price reflected emotion, not transferable value

That is not a valuation problem. That is a pricing problem.

This is especially important in SBA lending, where the goal should not simply be getting to close. The goal should be making a loan on an operating business that has a reasonable foundation beneath the number.

A bad deal does not become a good deal because everyone wants it badly enough. And an unsupported price does not become supportable because the borrower, seller, and broker all agreed to it.

Sometimes the most useful thing a valuation does is stop people from calling speculation “value.” That may be frustrating in the moment. But it is also exactly what good underwriting is supposed to do.