The 4 Ways EBITDA Turns Into Cash

Plus: Who Actually Buys Lower Middle-Market Businesses?

Author

Derek Avdul
March 17, 2026

Quick M&A Insights, Infographics, & Interesting Info Every Week!

Welcome to the M&A Mindset!

This Week:
This week we’re looking at two areas that directly impact how value is understood and who ultimately shows up at the table.

First, a breakdown of how EBITDA actually turns into cash — and why profitability doesn’t always translate into real, distributable cash flow the way many expect.

Then, we take a closer look at who actually buys lower middle-market businesses — from strategic acquirers to financial buyers — and how their motivations shape deal dynamics.

Plus, as always: curated articles, practical learning resources, M&A merch, and something to lighten things up at the end.

Let’s dive in.
- Derek

INTERESTING INFOGRAPHIC

Each week, I feature a visually engaging infographic that distills a key M&A subject area into an easy-to-digest format. These quick reference guides aim to deliver clarity, insight, and practical understanding at a glance.

The 4 Ways EBITDA Turns Into Cash

M&A TOPIC BRIEFING

In this section, I provide a clear, concise overview of a specific topic, trend, or concept within the realm of M&A. The goal is to educate, inform, and spark discussions on relevant subjects, helping you deepen your knowledge and better navigate the complexities of M&A more confidently.

Who Actually Buys Lower Middle-Market Businesses

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ARTICLES OF INTEREST

  • The Forces Driving M&A on Main Street - Most M&A activity occurs in small-business transactions, driven primarily by ownership transitions (especially retiring owners), entrepreneurship-through-acquisition opportunities, economic uncertainty, and the need for small companies to gain scale, diversify services, or stabilize operations.

  • How To Prepare Your Company For Sale - Preparing a company for sale requires early planning, organized financial and legal records, and a clear growth narrative so buyers can evaluate the business confidently and see its future potential, which helps maximize valuation and streamline the transaction process.

  • Due Diligence Explained - Due diligence is the investigation and verification of a business or investment before completing a transaction, typically conducted by attorneys, accountants, and advisors to confirm financials, assets, risks, and overall worthiness of a deal.

  • How to Write a Retention Bonus Agreement - A retention bonus agreement offers employees a financial incentive in exchange for committing to stay with the company for a specified period, commonly used during mergers, acquisitions, or restructuring to retain key talent.

  • Holdbacks, Escrows, and Earnouts - When selling a business, part of the purchase price is often deferred through mechanisms like holdbacks, escrows, or earnouts, which help buyers manage risk and bridge valuation gaps but can also create post-closing complexity and disputes if not carefully negotiated.

SPREADSHEET TIPS & TRICKS

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GOOD READS THIS WEEK

FROM THE BENCHMARK BLOG

My firm, Benchmark International, a global, award-winning sell-side M&A company, has a ton of great resources that help anyone considering selling or buying a business get more educated on all aspects of the process. Below is just one helpful article. Check out Benchmark International for many more useful articles, news, and resources.

FRIENDS OF THE M&A MINDSET

From time to time, we’ll highlight newsletters and podcasts we genuinely read, listen to, and respect across M&A, PE, and the broader deal ecosystem.
No paid placements. No mass promotions. Just thoughtful, high-quality content that complements the M&A Mindset.

Here’s a few newsletters that I’ve signed up for and found interesting. Thought you might enjoy checking them out.

Have something to suggest that we should know about? Reach out. 

LIGHTEN UP!

In the fast-paced world of M&A, we can sometimes take things (and ourselves) a bit too seriously, so it’s good to remember to enjoy a lighter moment now and then.

This is Your Brain on "Being a Billionaire"

M&A MERCH

Here’s a find for us finance folks to grab some M&A-inspired swag. Stuff for those of us that speak fluent EBITDA. If you find others that have great deal-themed gear, send them this way so we can let everyone know. Enjoy!

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Stay Curious,
Derek Avdul

New to the M&A Mindset? This weekly newsletter cuts through the noise with concise insights, infographics, and resources on middle-market M&A—trusted by 5,000+ deal professionals, business owners, and investors. Whether you're planning a transaction, building your expertise, or just fascinated by deals, you'll find something valuable here every week.

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