How to negotiate a better exit

Learn how to impress buyers, vet their intentions, and negotiate a deal that makes you both happy.

What you'll learn in this course (table of contents)

Time to complete: 36 minutes

You can complete this course in any order you like. We recommend starting with topics you're least comfortable with and then moving on to others for a refresher.

How to make a great first impression with buyers

Learn how to impress buyers the instant you list with these tips from founder, Andrew Gazdecki


Video highlights (learning outcomes)

Number one, be available. When selling your business, you need to sell your business. Respond within an hour if possible but no longer than 24 hours.

Introduce yourself, introduce your goals, let buyers get to know you. And then when you go live, open your calendar for multiple buyer calls. 

Also be informative. Some easy ways to do this is to create what's called a living Q&A. Any time a buyer asks questions, answer them in a single document you can share with other buyers. 

This could be as simple as a Google doc or sheet on a shared drive. Buyers can’t see who else is looking at your deal, but it saves you from answering the same questions over and over. 

Also buyers might not respond to your initial call request, and the living Q&A is a great way to get them excited about your business. 

Next, connect your metrics. Buyers want to see the financial health of your business. Connecting your billing and payment system gives buyers real-time data, wich creates trust, more buyer interest, more offers, and again, helps you maximize your exit. 

When perfecting your listing, highlight the parts of the business that buyers want to see. Think of it as a movie preview. You want to show the best bits – your financials, business model, tech stack, and so on – to encourage buyers to sign an NDA to learn more. Your job then is to convert that interest into an offer.

Getting the most from your acquisition is all about controlling the narrative. Set expectations. Establish deadlines, draft a deal schedule, control and stage-gate the process. 

A deal schedule is a plan that splits your acquisition into stages and deadlines. For example, you’ll set dates for indications of interest, initial offers, final offers, and more. 

You want to control buyer activity – use it to your advantage. You don’t want to get one LOI today and another next week or month because it doesn’t give you a chance to leverage buyer activity into a better offer

A deal schedule helps you push buyers into the same timeline. It gives every buyer a fair chance at acquiring your business while making time for questions and negotiation.

Most importantly, it prevents you from dealing with one buyer one week and then another in two weeks. Control the process to maximize your exit.

You only get one chance to impress buyers and leverage their interest into offers. Ask your acquisition expert for help engaging buyers and maximizing interest in your listing. All of our advice is free and included as part of your seller plan.

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Inside the buyer's mind: what do they want from you?

Learn what buyers want from you and your listing with these tips from founder, Andrew Gazdeck


Video highlights (learning outcomes)

Buyers look for fit, credibility, and opportunity

To prove you meet their needs, anticipate their questions. Why are they interested in your business? The easiest way to find out is to ask: "Why did you take this call with me today?"

I love that question because it can take you in so many different directions. Som buyers love financials, others your technology or customers you serve. Every buyer is different.  

Understanding buyer motivations allows you to zero in on their interests when selling your business and creating your listing. But ensure you support all claims with facts and figures. Nothing kills an acquisition faster than surprises and numbers that don't add up. 

Likewise, be upfront about problems and potential solutions. Not every business is perfect, and that's okay. Maybe a marketing campaign didn't work out, for example. Buyers take such problems as opportunities – a buyer who’s also marketing specialist, say, might see an opportunity to fix that campaign.

Your startup’s weaknesses could be huge growth opportunities for buyers experienced in marketing, sales, product development, and so on. Pointing out those things excites buyers with growth opportunities. 

Prove you’re easy to work with, too. Have you done your homework? Are you open to negotiate? Are you responsive and communicative? 

You need to sell your business. Tell buyers what makes it special. Share your unique selling propositions (USPs), prepare evidence in advance, emphasize opportunities, counter objections. 

Practice makes perfect, so even if a buyer doesn’t feel like the best fit, it might still be worth jumping on a call to practice or get feedback. And often I see a buyer who might not seem like the best fit suddenly get everything together and end up acquiring the business. Treat every buyer like they're the buyer until they're not

Ask buyers what they DON’T like about your business. What are their objections? If you ask this upfront, you can counter those objections before they make an offer. Just asking questions helps the conversation flow in a positive direction. You want every buyer to feel like THE buyer to later leverage their interest into a better deal.

The more buyers interested in your business, the more offers you’ll receive. And that helps push up the valuation of your business and give you leverage to negotiate on price, terms, or whatever is important to you.

Entering buyer negotiations prepared for every question increases your odds of getting Acquire'd. Ask your acquisition expert to coach you on due diligence questions and to help you prepare a living Q&A. 

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Top 3 qualities that help you win over buyers

Learn how your behavior influences buyer interest with these tips from founder, Andrew Gazdecki

Video highlights (learning outcomes)


Honesty isn't just about telling the truth. It’s also about baring all – even the ugly bits. Buyers hate surprises. They hate being misled. Just tell them the real reason you’re selling

Money is just the start. What are you going to do with it? Retire early? Seed a new business? Or if you're stuck and don’t know where to take your business, that’s okay. Your weaknesses are buyer opportunities. Remember that.

Buyers need to trust you. They won’t fork out millions of dollars if they don’t believe in your business or what you’re telling them. They’ll sniff dishonesty a mile off, so stay truthful.

If you’re open to offers, tell buyers. Being open to negotiation ensures you attract the most offers, which in turn, helps to drive up your valuation. Biggest buyer turn-off? Obsessing over a number. It sends the wrong signal.


Are you prepared to reveal how your business makes money? Start with a clean profit and loss (P&L) statement. Aggressive accounting will come out in due diligence, so avoid it. 

Starting with ready-to-share financial documents cuts buyer initial due diligence as much as half. They’re going to ask for a P&L and maybe other docs too like a balance sheet and cap table. Have these ready to go to save time.

Your living Q&A will also show buyers you’re open to their questions. As this evolves, the more transparent you appear. You’re opening the doors to your business so buyers can truly understand the opportunity it presents.

Your confidential information memorandum (CIM) builds on that opportunity. It’s like a pitch deck in reverse. Instead of seeking investment, you’re sharing the reasons why buyers should jump on your acquisition. 

Don’t fall into the trap of thinking you list, grant access, and then wait for offers to appear. You need to work to sell your business if you truly want the highest price and best terms. 


What’s the upside of your business? What great things have you accomplished? Are you growing fast? Super profitable? Built novel technology that could impact a new industry?

Sell the acquisition opportunity to buyers. Discuss the upside of your business. Discuss the downsides. What did you try that didn’t work? Would the buyer succeed with their skill set? There’s always an upside in the downside

Every buyer wants to grow your business to earn a return on their investment. If there’s nothing to fix, buyers either won’t believe you or will miss the opportunity.

No business is perfect. Show them what’s going well and how they can capitalize on what hasn’t worked, and you’ll negotiate a better price because of the upside potential. 

Every business hits a few bumps as it grows. If you're struggling to overcome an obstacle to your startup's success, ask your acquisition expert to help you frame it as an opportunity for the right buyer. 

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How to vet buyers to find the right fit

Learn how to evaluate buyers, their commitment, and aptitude with tips from founder, Andrew Gazdecki

Video highlights (learning outcomes)

We have over 400k buyers on looking to buy businesses of all types. How do you qualify and vet them? Prove they’re capable, serious, and credible.

Are they capable?

First, establish that the buyer is capable of acquiring your business. Have they verified their funds? You’ll see this on their profile. If you’re selling a business for $2 million, you must check the buyer can pay that price. 

Do they have the cash on hand or a loan approved? Are they awaiting financing? If they haven’t verified their funds, ask them to. Our team will review their financial documents to verify their cash on-hand. 

If they can’t verify their funds, vet their experience and expertise. Review their LinkedIn account. Research their background on Twitter. Type their name into Google. Only continue talks if you’re confident they can pay.

Finally, have they anticipated your needs and questions? The best buyers have read your P&L, your reason for selling, and so on. A prepared buyer usually means they’re easy to work with and genuinely interested. 

Are they serious?

Before you get on a call with a buyer, check they’ve done their homework. Have they entered their acquisition criteria? Have they added a bio, profile picture, their expertise, and background to their profile?

Then, when you get on a call, are they asking serious, in-depth questions or asking you to repeat your listing? Vague questions or requesting information that already exists could be a red flag. A sign they’re not serious.

The most polite way of dealing with a buyer’s lack of preparedness is to point them to the information in your listing and then set up a call later. Always be respectful, however, to keep potential fits for your business engaged.

Your deal schedule is a great way to isolate serious buyers from those only partially interested. Only the best candidates will stay accountable to your deadlines for expressing interest, setting offers, and so on. 

Are they credible?

Credible buyers are those who can realize your ambitions for your business. This could be growth, culture, or creating a great workplace for your staff. Can the buyer take the reins and build on your success?

Start by researching the buyer. Have they acquired businesses before? If so, can they share any references? What’s the buyer’s professional history? Have they verified their profile? Can they share a due diligence schedule?

All of these tells add up and might move a buyer up or down your priority list. Ensure you do your due diligence on every interested buyer because you just never know who’s hiding something, is ill-prepared, or is a great fit.

Evaluating buyers can save you weeks of wasted conversations. Ask your acquisition expert for help vetting interested buyers to you spend more time on quality leads.

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How deal structures affect your exit

Learn the creative ways to structure your acquisition to ensure you and the buyer walk away happy

Video highlights (learning outcomes)

The most common deals we see are all-cash at closing. That means you get the full purchase price wired to your bank account in cash. That’s the best deal you can possibly get. 

But we also see more complex deals involving conditional payments like earnouts, where you get paid a portion of the purchase price when your business meets performance goals over a two to four year period. 

You’ll come across seller financing often, too. Imagine you're selling a business for a million dollars. The offer is 70 percent cash and 30 percent in seller financing where you agree to the buyer paying that 30 percent in instalments over, say, 12-36 months. 

Earnouts and seller financing help close the valuation gap with buyers. When you want more cash, buyers typically want a lower purchase price to offset the risk of investing all their money upfront. 

Think of the risk they take on. You could disappear after the money changes hands. The business might not be what they expected. Performance might suffer. The product could be buggy. 

But if your business is phenomenal, you’ve received multiple offers, and you want cash on close, you can definitely achieve that. Typically it'll just come with a three month transition period to ensure everything goes well. 

But as your valuation goes up, expect buyers to ask for things like earnouts, seller financing, and a number of other different terms to reduce their risk. We review offers all the time so if you’re unsure, ask our team for help.

For example, we reviewed an LOI recently that was 10 percent cash at closing and 90 percent seller financing. We suggested the seller pass on that one. That deal shifted all the buyer’s risk to the seller, which isn’t fair either.

Your goal when negotiating with buyers is to create a win-win situation.

Think of the different deal structures and offers you’d accept. Rigidly sticking to one number is likely to reduce the number of interested buyers, which only drives your valuation down. 

You ideally want to incite a bidding war with multiple buyers and offers. The more open you are at the outset, the more offers you’ll receive, and you can use these offers to leverage the deal you want. 

Pricing high to low is a losing strategy because your acquisition won’t ever get enough buyer activity to create leverage. Start low, however, and you’ll create a buzz around your listing from which to draw the winning bid. 

The more interested buyers, the more buyer calls, the more offers, and that allows you to increase the valuation. Usually, when you have one buyer, you have no buyers, put down a deal schedule to control all of the activity. 

And then when you receive all the offers around the same time, you can start negotiating with leverage on price, terms, or even both – whatever is most important to you. 

Above all, be transparent with buyers about what you’re trying to accomplish. Talk to them. Assemble your documents. Populate your data room. Make buyer’s lives easier and you’ll go far. 

A PE firm, for example, will review 50-100 businesses per day. Do EVERYTHING you can to stand out. Be open, respond to every single lead, treat every buyer like they're the buyer until they say no

Creative use of deal structures can often secure you a higher purchase price. Speak to your acquisition expert to learn more about a structure that's right for you.

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How to negotiate the highest valuation

Learn the pricing strategies that maximize interest in your business from founder, Andrew Gazdecki

Video highlights (learning outcomes)

One of my favorite sayings is if you have one buyer, you have no buyers. 

In other words, you have no leverage if only one or two buyers are interested in your business. 

You might be lucky and get one buyer gives you the best price and terms. But typically, you want to show buyers your business is in high demand as it gives the impression it’s worth acquiring – social proof of the opportunity. 

If you have one buyer, for example, they might take their time with due diligence and then drop their offer at the last minute. With no other buyers to fall back on, you’re stuck accepting the worse offer or not selling at all.

When you have multiple buyers, you shore up leverage to maximize your exit and push the terms and valuation that achieve your goals. You can also be super honest with everyone upfront to whittle down your shortlist.

In negotiations, the person who cares the least wins. So we recommend negotiating on ranges, not absolutes. Instead of saying, “I need this” at the start, begin with a pricing range until you have offers in hand. 

For example, set a perfect, good, and walkaway price. Don’t reveal them to buyers, but know what they are in your head or write them down. Once you gather buyer feedback, you can adjust the range – or accept the best bid if it meets your goals.

A huge misconception when selling your business is to set the highest price possible. But it doesn't work like that. Pricing down maximizes interest with buyers. That’s more buyers learning about your business, reading your CIM, going through your PL, reading customer reviews or whatever it may be.

If you price high – far above market ranges – you'll miss the opportunity to even speak to these potential buyers. So again, to maximize your acquisition, talk to as many buyers as possible, solicit as many formal offers is possible, and that's when you push up on terms and valuation.

Selling your business is a full-time job. Every buyer is THE buyer until one of you says you’re not interested. Follow every lead, reply to every message, and chase buyers when they don’t respond

Share your calendar to schedule a call. Send them your living Q&A. It can take five to six follow-ups with buyers to sell a product, and this applies to your business too

Some buyers need convincing while others might be unsure of how serious you are. Treating every buyer like the buyer until they're not is a great way to ensure none of your best candidates slip the net.

Your asking price must be grounded in evidence and reflect current market trends. If you're unsure how to price your business, ask your acquisition expert for guidance on setting a range that maximizes interest and helps you negotiate up.

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Not getting offers? Here's what to do

Learn how to troubleshoot common negotiation problems with founder, Andrew Gazdecki

Video highlights (learning outcomes)

The first question to ask is, is it you? Is your asking price unrealistic? Are you not responding to buyers? Are you not giving them enough time? If you’re pushing to sell quickly, buyers may think something is wrong with your startup.

Also, if you’re tough to get on the phone or slow to respond, buyers won’t take you seriously. Being responsive and open to phone calls sets you apart from many founders wanting to sell on the market today. 

Your transition period might also be putting buyers off. Even if you want a clean break, you need to offer some kind of transition period to help the buyer take over and learn the ropes. Otherwise they won’t be comfortable. 

You’ve been running the business for years, and know everything about your business, but the buyer is walking into an unknown. If something breaks or goes wrong, having you on-hand to answer questions is a huge comfort. 

You might even stay on or consult for a while in return for equity in the business. Use the transition period as a bargaining chip. Offer three months as a minimum and up to as long as you can manage. 

Consider all of the above, and if you’re on track, maybe you need to push a little harder for offers. It’s no use getting on one call and then hoping the buyer will make an offer. You need to actively sell your business. 

Book follow-ups on every call to keep buyers engaged. If things are going well, ask them to make an offer. Check in regularly. If they’re not interested, ask why, and act on that feedback. 

Try reducing your price. If you reduce it by 10 percent or more, we’ll notify all interested buyers automatically. It’s like a second email blast to interested buyers to bring them back to the negotiation table. 

Be patient

Many founders think they can list in minutes and get offers in hours. That can happen, but the more likely scenario is you’ll spend the first month getting to know buyers and the second diving into your business more. 

Month three is when you typically begin receiving formal offers. If you accept one, you’ll move into due diligence, which can take another week or two to complete (sometimes more). It takes time to sell a business.

You're not selling a house or car where you just hand over a set of keys and walk away. Businesses are complex. They take time to understand and evaluate as an acquisition opportunity. Give buyers that time. 

Keep growing your business

If the offers aren’t coming in, fix what’s wrong but don’t let it distract from running your business. A declining business is an extremely hard sell. Stick to your targets, product roadmap, sales campaigns, and so on. 

Buyers will give you feedback about your business if you ask for it. If necessary, pause your acquisition to fix the issues they’ve raised. Improve performance to justify your asking price, for example, and you could sell for more.

Be flexible with terms

It’s rare to get your ideal price in an all-cash deal. The acquisition must be a win for you and the buyer. You’re both giving something, you’re both taking something. Those are the best acquisitions where you both win.

That sometimes means giving up one or two things. Maybe a little more movement in price. Perhaps an earnout or seller financing. Be flexible with terms and easy to work with, and I promise, the offers will start pouring in. 

Ask for our help

Our job is to help startups get acquired. We do it all day long. We'll help optimize your listing. We can market your startup to over 400k buyers. We also do one-to-one sales and negotiation coaching. 

If you're about to go to market, you want to be absolutely sure you’ve done everything correctly. Our team will help you prepare for exit, value your business, maximize your exit, and achieve all your acquisition goals. 

We’ve got your back, so if you need help, reach out to the team and we'll be happy to assist.

You're bound to hit a few snags during your acquisition. After helping 1,000s of startups get Acquire'd, we've yet to see the perfect exit. That's why we've invested millions of dollars into the technology and people to help you get Acquire'd. 

You don't have to sell alone. Ask for an acquisition expert to help you through every step of your exit journey. Join thousands of founders already celebrating better exits with our help. Contact us today and we'll set you up with an advisor. 

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