Working with sellers over the years, I have reviewed many offers where a high headline price was presented but said offer was not ultimately chosen because the terms behind it were weak. When you receive multiple offers, the strongest one in the pile doesn’t stand out just because of a price tag. It stands out because of price, structure, preparation, and certainty.
A purchase price is only as good as the terms behind it. When I review a Letter of Intent (LOI) with an owner, the first thing we look at is cash at closing versus what is tied up in deferred payments. An offer might look attractive on paper, but if a large portion relies on a lengthy seller note, an aggressive earnout, or complicated working capital adjustments, the net value to you changes significantly.
The second factor is financing credibility. Most acquisitions rely on third party lending, particularly SBA programs. In my experience, a qualified buyer with vetted liquidity and early lender engagement is worth far more than someone offering top dollar without pre qualification. If a buyer cannot clearly show where their equity injection is coming from or what their lender has reviewed, that offer carries real risk.
Finally, consider the transition commitments. Some buyers submit a high number but expect the seller to carry operational responsibility or customer risk for months on end. Others come in with a realistic plan to transition operations smoothly and let you move forward with your next chapter.
So when comparing offers side by side, I advise my clients to try to look past the headline figure. The best proposal(s) balance a fair valuation with realistic terms, a qualified buyer, and a clear path to closing.
