Beyond the Price: What Business Sellers Should Look for in an Offer

When you receive an offer to buy your business, it’s natural to focus on the purchase price — but that’s only part of the picture. A truly strong offer is one that meets both your financial goals and your transition needs. Before you accept, take time to evaluate all the terms that can impact your bottom line and post-sale peace of mind.

Here are key factors to consider when reviewing an offer:

• Payment Structure: Is the offer all cash, or does it include an earnout, holdback, or seller financing? Understanding how and when you’ll be paid is crucial.
• Working Capital: Determine how working capital will be handled. Will cash or accounts receivable stay in the business, or will they be distributed to you at closing?
• Work in Process (WIP): Clarify whether you’ll be compensated for projects, contracts, or services that are still in progress when the deal closes.
• Included Assets: Review which assets are part of the sale and which you’ll retain. This includes equipment, vehicles, property, and intellectual property.

The best deal isn’t always the highest price—it’s the one with the right structure, terms, and expectations for both parties. A business broker or M&A advisor can help you assess the full offer and negotiate the terms that best support your financial and personal goals.