THE VALUE WORKSPACE / Offer comparison

Compare the terms.
Not just the headline.

Place two offers side by side and distinguish closing cash from deferred or contingent consideration.

Compare two example structures

Replace the examples with your offer terms. All amounts are part of the headline price, not additions to it.

Offer A

Headline price ($)Total consideration, including deferred amounts.

Seller note principal ($)Principal paid later. Interest and default risk are not calculated.

Earnout included in price ($)Maximum contingent amount included in the headline.

Escrow / holdback ($)Cash held back from closing.

Offer B

Headline price ($)Total consideration, including deferred amounts.

Seller note principal ($)Principal paid later. Interest and default risk are not calculated.

Earnout included in price ($)Maximum contingent amount included in the headline.

Escrow / holdback ($)Cash held back from closing.

Questions to discuss before choosing an offer

Funding evidence • contingencies • diligence scope • closing date • seller-note security • earnout control • transition obligations. This tool does not rank those risks.

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UNDERSTAND THE METHODOLOGY

Make the cash-versus-risk tradeoff visible

Cash at closing = headline price − seller note − earnout − escrow / holdback.

This comparison is nominal. It does not discount future cash flows, estimate the probability of an earnout, include note interest, model collateral recovery, or account for taxes and transaction costs.

Questions to put beside the numbers

What evidence supports the buyer’s funding?
Which conditions allow the buyer to walk away or renegotiate?
Who controls the actions and accounting that determine an earnout?
What security and remedies support a seller note?
What does the seller need to do after closing?

Run each offer through the proceeds planner before comparing personal cash outcomes.

Continue your research

Earnouts When Selling a Business: Price, Control and Payment Risk →Working Capital in a Business Sale: The Seller’s Closing Worksheet →

Sources & scope

BDC: preparing to sell a business ↗ — General preparation concepts; Canadian guidance is not a statement of U.S. legal or tax rules.

Sources explain concepts, not the example inputs. Default multiples, fees, rates, and reserves are illustrative assumptions, not market quotes. Read our methodology policy.