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Crafting a Winning Counter Offer: A Business Broker's Guide


making a counter offer on the sale of your business

Selling your business is a major decision, and receiving an offer is an exciting milestone. However, the first offer is rarely the final one. Here’s a comprehensive guide on how to make a counter offer when selling your business.


1. Evaluate the Initial Offer

Assess the Value

The first step is to carefully evaluate the initial offer. Compare it against your business valuation to see if it aligns with your expectations. Consider all aspects, including the offer price, payment terms, contingencies, and any non-financial terms.

Understand the Buyer’s Perspective

Try to understand why the buyer made the offer they did. Are they undervaluing your business due to perceived risks, or are there specific aspects they highly value? This understanding will help you craft a more compelling counter offer.


2. Set Clear Objectives

Determine Your Priorities

Identify what’s most important to you. Is it the total sale price, the payment structure, or the terms of the transition period? Knowing your priorities will help you focus on the key areas during negotiations.

Establish a Range

Set a range for acceptable outcomes. This includes your ideal terms, as well as your minimum acceptable terms. This range will serve as a guide throughout the negotiation process.


3. Crafting Your Counter Offer

Be Reasonable

While it’s important to aim high, your counter offer should be reasonable and justified. An unrealistic counter offer might discourage the buyer and stall negotiations.

Highlight the Value

Reiterate the strengths and value of your business to justify your counter offer. Use data, such as financial performance, market position, and growth potential, to support your position.

Adjust Terms, Not Just Price

Sometimes, it’s beneficial to adjust terms rather than the price. Consider proposing alternative payment structures, such as seller financing, earn-outs, or performance-based payments, that could meet both your and the buyer’s needs.


4. Communicate Effectively

Be Clear and Concise

Clearly outline the terms of your counter offer. Avoid ambiguity to ensure both parties understand the proposal.

Maintain a Positive Tone

Keep the communication professional and positive. Show that you are serious about reaching an agreement and that you value the buyer’s interest in your business.


5. Prepare for Further Negotiations

Anticipate Buyer Reactions

Think ahead about how the buyer might respond to your counter offer and be prepared to negotiate further. Understanding potential objections will help you address them effectively.

Stay Flexible

Be willing to make concessions if necessary. Flexibility can help bridge gaps and move negotiations forward. However, ensure any concessions are in line with your overall objectives.


6. Seek Professional Advice

Involve Your Broker

Your business broker is a valuable resource during negotiations. They can provide insights, suggest strategies, and communicate with the buyer on your behalf to ensure your interests are protected.

Consult Legal and Financial Advisors

Engage your legal and financial advisors to review the terms of the counter offer. Their expertise will help you avoid pitfalls and ensure the offer aligns with your financial goals and legal requirements.


Making a counter offer is a critical step in the business sale process. By carefully evaluating the initial offer, setting clear objectives, crafting a compelling counter offer, and communicating effectively, you can enhance your chances of achieving a successful sale.

As your business broker, I’m here to support you every step of the way. If you’re navigating an offer and need guidance on making a counter offer, let’s work together to secure the best possible outcome for your business. Natalie@anchorfl.com or 850-532-0075

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