CASE STUDY

Transforming a hidden gem into a premium acquisition with strategic M&A advisory 

Terry Hill • September 18, 2025

Services: M&A Tax Services, Business Valuation, Transaction Advisory, CFO Services Industries: Consumer Business

When a husband-and-wife team running a B2B food distribution company was ready to exit, they turned to BPM’s CFO Services and Transaction Advisory teams for comprehensive M&A support. What initially seemed like a typical industry player on paper actually had remarkable differentiators, and it became a compelling acquisition story that commanded a 20% premium above market averages. 

Challenge 

David Silverman and Leslie Lerman owned a business-to-business food distribution company that, while profitable and well-run, might have easily appeared ordinary to potential buyers. The company faced several obstacles in preparing for a sale: 

  • Inadequate initial sales materials: An underdeveloped confidential information memorandum failed to showcase the company’s true value proposition. 
  • Size limitations: The company was too small to serve as a platform investment for most private equity firms, significantly narrowing the buyer pool to strategic acquirers already operating in the food distribution space. 
  • Inflated expectations: Previous advisors had provided unrealistic valuation guidance that didn’t align with market realities. It was critical to better align seller expectations before going to market. 
  • Streamlined operations focus: Like many entrepreneurial companies, the business had focused resources on operations rather than building the extensive accounting and finance infrastructure typical of larger enterprises. 
  • Emotional complexity: As founders preparing for their life’s work to change hands, they needed advisors who understood the deeply personal nature of the transaction. 

The couple needed strategic guidance to prepare their business for sale and identify and articulate what made their company special in a crowded marketplace. 

Solution 

BPM’s CFO Services team took on the role of deal CFO, essentially running the transaction from within the company while coordinating multiple service lines to deliver comprehensive support. 

Strategic storytelling and positioning: Rather than simply presenting financial statements, BPM’s team conducted extensive interviews with the founders and customers to uncover the company’s “special sauce.” This revealed that despite operating in a traditionally low-margin industry, Silverman and Lerman had achieved significantly higher gross and net margins. 

Comprehensive deal preparation: The BPM team managed a 15-month preparation process that included: 

  • Populating a virtual data room with hundreds of organized files. 
  • Developing compelling commercial narratives about the business.
  • Creating professional sales materials that effectively communicated the company’s unique value proposition. 
  • Coordinating interviews and management meetings with potential buyers. 

Multi-disciplinary knowledge coordination: BPM deployed specialists across its array of service lines, including: 

  • Valuation services to establish realistic market expectations and benchmark performance against public and private comparables. 
  • Transaction advisory to normalize financial data, optimize EBITDA presentation, and ensure proper accounting representation. Additionally, to manage buyer relationships and negotiate terms. 
  • Tax planning to identify significant tax advantages, including identifying qualified small business stock benefits that eliminated taxes on 50-75% of proceeds. 

Results 

BPM’s comprehensive approach delivered multiple successful outcomes for Silverman and Lerman: 

Premium valuation achievement: Despite initial concerns about the company’s modest size and appearance, BPM secured a sale price that represented a 20% premium above market averages for similar businesses in the food distribution sector. 

Successful deal completion: The team navigated a complex 4.5-month closing process, maintaining momentum despite typical lower middle-market challenges such as limited internal resources and buyer attempts to renegotiate terms. 

Significant tax optimization: BPM identified that they qualified for small business stock treatment, eliminating federal taxes on the majority of their sale proceeds, a benefit that dramatically increased their net proceeds. 

Expanded buyer interest: Through strategic positioning and compelling storytelling, BPM generated excitement among buyers who initially viewed food distribution as a commodity business. This ultimately attracted the attention of a private equity-owned strategic acquirer seeking to expand its platform. 

Smooth transition management: The team’s project governance standards kept all stakeholders informed throughout the lengthy process, providing regular updates on buyer feedback and market reception while maintaining transparency about challenges and opportunities. 

The BPM difference in M&A transactions 

Every business sale presents unique challenges, but lower middle-market transactions require particularly nuanced support. At BPM, we understand that selling your business isn’t just a financial transaction—it’s a deeply personal milestone that requires both technical skill and emotional intelligence. 

I feel like everyone I work with at BPM is paying attention. Now, you might say, that doesn’t sound like much of a compliment, but I interact with any number of lawyers, accountants, financial firms, insurance firms, and other professional service firms, each year. And I do not feel as though most are paying attention to what I’m requesting, why I’m requesting it, or being proactive about solving the issue at hand and thinking creatively about it. The BPM folks I have worked with are all on it, and it’s fantastic.”

-David Silverman

Our CFO Services and Advisory teams work together to uncover what makes your business special, then craft and execute a strategy that maximizes value while minimizing stress. Whether your company needs comprehensive preparation, strategic positioning, or ongoing transaction support, BPM provides multi-disciplinary capability to help you achieve the best possible outcome. 

Ready to explore your options? 

If you’re considering selling your business, our experienced M&A advisory team can help you understand your options and prepare for success. Contact us today to discuss how we can help maximize the value of your life’s work.