Headline value can conceal structure
Two offers with the same stated price can produce very different outcomes. Cash, seller financing, earn-outs, rollover equity, escrow, working-capital adjustments, and assumed liabilities determine how much value is certain and how much remains exposed.
Terms allocate risk
A buyer may offer more because it expects the seller to retain more risk. Earn-outs depend on future performance and control. Seller notes create credit exposure. Broad indemnities can place proceeds at risk after closing.
Compare on a common basis
A useful comparison converts each proposal into expected timing, risk, tax considerations, and post-closing obligations. Owners can then negotiate the package that best reflects their priorities rather than automatically selecting the largest headline number.
Questions for Owners
Questions worth considering
- How much cash is delivered at closing?
- Which elements depend on future performance or buyer behavior?
- What obligations continue after closing?