An unsolicited offer deserves a careful read.
Before signing an indication of interest, letter of intent or exclusivity agreement, separate the economics from the conditions. Some provisions may be binding even when the purchase itself is not. Have your attorney review the actual document.
A broader buyer comparison can help reveal tradeoffs. It does not guarantee a higher price. Consider whether confidentiality, timing and your business’s readiness support running that process.
Compare offers on the same terms.
Type notes into this worksheet or print it. Notes are not sent, saved or used as a lead. They disappear when you leave the page.
| Compare | What to clarify | Offer A | Offer B |
|---|---|---|---|
| Headline consideration | What is included, and what is excluded? | ||
| Cash at closing | Amount, escrow, holdback and sources of funding. | ||
| Debt and transaction expenses | Who pays what, and which obligations remain? | ||
| Working capital | Target, included accounts, calculation and true-up. | ||
| Earnout | Metric, period, buyer control, caps and disputes. | ||
| Seller note | Interest, repayment, security and subordination. | ||
| Rollover equity | Entity, class, governance, dilution and exit rights. | ||
| Your post-sale role | Term, compensation, authority and termination. | ||
| Employees and brand | Written commitments and integration plan. | ||
| Exclusivity and diligence | Duration, required records and exit conditions. | ||
| Assets and real estate | Fleet, inventory, liens, lease and owned property. | ||
| Tax and legal structure | Asset/equity structure; review with CPA and counsel. |
Reconcile the cash you can use.
Cash at closing
− debt and obligations you must repay
− transaction expenses
± agreed working-capital and other adjustments
− taxes, as assessed by your tax advisor
Keep earnouts, notes and rollover equity separate. Their face amounts do not have the same risk or liquidity as closing cash.
For an asset sale, the treatment of individual assets and allocation of consideration can affect taxes. The IRS explains that a business asset sale is generally treated as the sale of separate assets. IRS sale guidance
Bring the offer and your priorities to a private conversation.
Start by describing the buyer, stage of discussion and what you want from a sale. Do not send sensitive documents through this initial form. Agree on a suitable exchange process with Sunny’s team.
Call Sunny: 832-712-4162