A manufacturer of children's psychomotor development and safety equipment. Revenue of €3 million, EBITDA of €1.2 million — a 40% margin. Zero debt. Exports to 40 countries. 90% commercial recurrence thanks to a model in which the company didn't sell individual products, but complete solutions to distributors who came back every school year.
On paper, an extraordinary business. And yet, when its advisors went to market to find a buyer, they spent six months without receiving a single offer. They contacted 20 investment funds. The answer was always the same: the company was below their minimum deal size. Revenue under €10 million, EBITDA under €2 million. Profitability didn't matter to them.
Three months after changing strategy and listing the company on Deale, they had received 18 inquiries, 12 concrete offers, and five shortlisted proposals. The seller was able to choose the buyer. The deal closed, and today the owner has completed the transition.
This is the story of Project Alfa, which Juan Manuel and Marçal — founders of BMS Consultores Estratégicos — shared on our Rainmaker podcast. And the most interesting part isn't the outcome, but what they did during the previous four years.
The starting point: a business owner alone with a heavy load
The founder had been running the business for almost 30 years. The company worked, was profitable, and had a solid competitive position — third in Europe in its niche. But there was no successor. His children didn't want to take over the business, and he felt the burden of continuing to run it — employees, regulations, day-to-day operations — was growing heavier.
It's a situation we see very often at Deale. Eight out of 10 SMEs for sale on the platform are on the market because there's no successor, not because of financial problems. They're profitable, established companies with decades of history, where the founder has simply reached a point where they need an exit.
BMS's first decision was precisely not to recommend an immediate sale. Before going to market, they wanted to understand the real state of the company and what could be done so it would reach the market in the best possible condition.
Four years preparing the company to have transferable value
What followed was a four-year process in which BMS worked with the founder to turn the company into something a buyer could acquire with confidence. It wasn't about dressing up the accounts, but about solving the structural problems that would have led to discounts or rejections during due diligence.
The commercial side. The company exported to 40 countries, but in a completely unstructured way — with no export organization, no dedicated sales team, and all the knowledge and relationships concentrated in the founder. The work consisted of professionalizing the sales function and securing the recurrence of the customer base, so that the relationships belonged to the company and not exclusively to the owner.
The operational side. The factory ran a single shift and couldn't keep up with growing demand. Instead of adding a second shift — something the founder rejected because of the complexity of doubling the team — they optimized the productivity of the existing shift, brought in auxiliary workshops, and worked on improving margins through more efficient management of raw materials and suppliers.
Information systems. The company operated without an integrated ERP, with practically manual inventory control. They implemented a system that enabled traceability, reliable financial reporting, and professional information management — exactly what a buyer needs to see to trust that the numbers are real and sustainable.
The financial side. The company's equity exceeded 90% of its balance sheet — the founder had accumulated reserves for 30 years without ever distributing them. Before the sale, he had to be shown that those reserves belonged to him and his family, and that the structure needed to be sorted out before presenting it to the market. The buyer doesn't want to pay for accumulated cash — it wants to buy the operating business.
In short, the work of those four years consisted of reducing founder dependency, professionalizing key functions, putting the financial information in order, and building a business that could operate — and grow — without the person who had created it.
Six months searching in the wrong market
When the company was ready, BMS went to market. Their first instinct was to contact investment funds and traditional M&A firms. Over six months, they talked to 20 funds. The answer was always the same: an interesting company, but too small for their deal size.
It's a structural problem in the lower mid-market. Private equity funds operating in Spain usually have minimum thresholds of €10 million in revenue and €2 million in EBITDA. Below those thresholds, the cost of the investment process — due diligence, a dedicated team, governance — doesn't justify the expected return. It doesn't matter if the company is extraordinarily profitable; if it doesn't reach the threshold, they don't look.
The lesson was clear: the distribution channel matters as much as the quality of the asset. A perfectly prepared company is useless if you're showing it to buyers who can't buy it.
Three months on Deale: 18 inquiries, 12 offers, 5 finalists
The change in strategy was to target a different universe of buyers: family offices, individual investors, strategic buyers, and other profiles that do operate in the €1 million to €5 million EBITDA range.
When the company was listed on Deale, the response was immediate. In about three months, they received 18 inquiries from qualified buyers, of which 12 submitted concrete offers and five reached the final stage. The seller was able to compare proposals and choose the buyer that best fit his criteria — not just on price, but on continuity for the team, the customers, and the project.
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The deal closed in March, and the founder completed his six-month transition period. Today, the company is in the hands of a new owner with resources, energy, and a growth plan that includes international expansion and the inorganic growth the founder no longer had the appetite to pursue.
What this case teaches us
Project Alfa illustrates three ideas that come up again and again in SME sale processes.
Value is created before the sale, not during the negotiation. The four years of preparation — professionalizing the sales team, putting the finances in order, implementing systems, reducing founder dependency — are what made it possible for the company to receive 12 offers instead of zero. Without that preparation, the company would have gone to market with the same numbers but with risks that would have justified huge discounts or simply a lack of interest.
The channel for reaching buyers matters as much as the company. A company that goes six months without a response in one channel and receives 12 offers in three months in another hasn't changed between the two periods. What has changed is who you're showing it to. In the lower mid-market, finding the right universe of buyers is a fundamental part of the process.
The business owner needs support, not just a platform. One of the ideas Juan Manuel and Marsal repeated most during the conversation is that the seller of an SME feels alone facing buyers who usually arrive with top-tier teams of lawyers, auditors, and advisors. Feeling supported — by an advisor, by a platform, by someone who understands the process — can be the difference between taking the step and staying paralyzed.
If you're in a similar situation and want to understand where to start, we've published a guide to the 6 keys to preparing your SME before meeting with buyers and another on the complete stages of an M&A deal.
🎙️ The full story of Project Alfa, told by Juan Manuel and Marçal of BMS Consultores Estratégicos, in this episode of Rainmaker:
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