How to Compare and Prioritize Acquisition Offers

Is it the highest total purchase price — even if it comes with a longer transition period, earnout structure, or performance contingencies?
Or is it a quick and clean exit — even if that means accepting a lower upfront valuation?

Beyond price and timeline, you should also evaluate:

Payment Structure

• How much is paid at closing versus deferred?

• Is there an earnout? If so, what are the performance metrics and how achievable are they?

• Is any portion contingent on financing or third-party approvals?

Risk Allocation

• Are there holdbacks or escrow amounts?

• What representations, warranties, or indemnities are required?

• Are there personal guarantees or ongoing liabilities?

Transition Expectations

• How long are you expected to remain involved post-closing?

• What level of operational support is required?

• Is there a formal employment or consulting agreement?

Strategic Fit & Buyer Profile

• Does the buyer have the experience and resources to operate the business successfully?

• Do their plans align with your vision for the brand, team, or customers?

• Do you feel confident in their ability to close?

Remember, not all offers are equal — even if the headline numbers look similar. The “best” offer is the one that aligns most closely with your financial goals, risk tolerance, lifestyle preferences, and long-term priorities.

Before signing an LOI, take the time to compare offers holistically and, when appropriate, consult with legal and financial advisors to fully understand the implications of each term.