Outside of price, buyers can differentiate themselves in a deal with alignment, says Coles Gray CEO David Cheney.

"And it comes down to, for us, where are there situations where we can be an impactful bidder because we're aligning with the core visions and values of the seller," he says.

Determining alignment comes down to listening to what the people who are running the business, who are doing the work, are telling you about the growth opportunities, industry challenges, what can be done today to improve the business and grow it.

He says not all situations, however, create an opportunity for alignment.

"There are just some situations, whether it's public, whether it's private, whether it's family-owned, the only thing that matters is value," he says. "So, when you're looking at any situation, the first question is, Why do I want to own the business? Why should I own the business? And why are we good owners for the business? If you can't answer those questions to a very satisfactory level when you start, you probably shouldn't be in the game, unless you're just going to go blind and bid the highest price."

Cheney says he looks for are situations where there's a competitive edge. In Coles Gray's case, it's companies in heavy industrial manufacturing. The company looks to see what it can do to make a more efficient manufacturing business, whether that's around labor relations, automation, or data and data-driven decision making.

When a deal is done, he says the aim is to inject capital beyond the acquisition to grow, deploying capital in multiple tranches over time. That works best when the seller has a vision around how they want to deploy capital.

"There are some private businesses that are very conservative, that really don't have great visions of how to deploy capital," he says. "That's a situation where we're not going to have alignment."

So, to differentiate beyond price, Cheney says the keys are to listen to what the management team has to say, what the workers have to say, and then align their view of the future with his company's view of the future.

"And if that meets, then that's gold," he says. "That is a phenomenal foundation to then do your work and do your diligence and continue to build that relationship with the team, with the workers. It's all about building that momentum. But you can't build it if there's no alignment."

Cheney, along with Tucker Ellis' Jayne Juvan, Ampex Brands Family of Companies' Eric Easton, and Citizens' David Dunstan and James Irwin, spoke at last year's Cleveland Smart Business Dealmakers Conference about what truly differentiates winning buy-side transactions beyond the price. Hit play on the video above to catch the full panel discussion.