Transaction reality · Before you sell
The highest offer may not leave the seller with the most money
Published · Reviewed by The Diligence Standard Team · Updated
Two offers with the same stated price can produce very different cash, risk and timing for the owner.
How it appears in a real transaction
A buyer can offer more while requiring a larger escrow, longer seller note, uncertain earn-out or aggressive working-capital target. The headline survives while the seller’s actual economics change.
A practical example
A $3 million offer includes $500,000 in an earn-out and $400,000 in seller financing. A $2.75 million offer is mostly cash at closing. The first is not automatically worth more.
What to do next
- Build a bridge from headline price to expected cash at closing.
- Value contingent and delayed payments separately.
- Compare financing certainty and closing conditions.
- Identify which risks remain with you after closing.