Half of UK sellers price too high. What buyers see instead.

In nearly half of UK mid-market sale processes, the seller's expectations sit above what buyers will pay. The gap is rarely about the financials alone.

A consistent gap

Advisers surveyed by Dealsuite in August 2026 reported that in 49% of UK and Irish mid-market sale processes, the seller's valuation was too high. Where that happens, the average gap to market value is 23%, and in nearly a quarter of those cases it ends the deal.¹

Sellers see the same picture from the other side. In a July 2026 survey for Marriott Harrison, 52% of owners who had sold a mid-market business received a lower valuation than they expected.²

Owners value what they know. Buyers value what they can verify.

An owner prices the business on years of experience: the relationships, the judgement calls, the workarounds that keep things moving. A buyer can only price what is documented, evidenced and reconciled to source.

Everything else becomes risk, and buyers manage risk in three ways: a lower headline price, more of the consideration deferred, or an earnout that keeps the seller tied to the result.

The gap between what you know and what you can show is where value is lost.

Buyers are better equipped

Private equity funds and trade acquirers now bring specialist operational, data and technology diligence. They ask for evidence rather than explanations, test KPIs back to the systems that produce them, and plan Day 1 before they sign. In the same survey, 46% of buyers said mid-market businesses are rarely well prepared for sale.²

What narrows the gap

Preparation. Sellers who had been through a sale said strengthening the management team (26%) and cleaning up financial records (24%) had the biggest positive impact on the outcome. 14% said they should have started preparing earlier.² In practice, four steps make the difference:

1. See the business as a buyer will. Identify key-person dependencies, undocumented judgement and control gaps.
2. Reduce dependence on a few people. Spread decisions and knowledge across the team.
3. Reconcile the numbers. Make sure reported KPIs tie back to source, with differences explained.
4. Document the operation. So it can be read, priced and handed over.