Most sellers obsess over one number: the purchase price.

But here’s what most don’t realize…

The deal structure – how that number is paid — often matters more to buyers than the number itself. And it’s also where most deals fall apart.

The Mistake: Focusing on Price, Ignoring Terms

You’ve spent years building your business. You get an offer you like — maybe even above asking. You’re excited.

Then the buyer introduces:

• An earnout (you only get full payment if performance goals are hit)
• A seller note (you finance part of the deal yourself)
• A holdback (they keep 10–20% until a future milestone is met)

Suddenly, that amazing offer doesn’t look so amazing.

And if you haven’t planned for these terms — or can’t meet them — the deal could collapse entirely.

Why Buyers Do This

Buyers aren’t trying to be sneaky. They’re trying to:

• Reduce risk (especially if your business is tied to you)
• Incentivize a smooth transition
• Ensure cash flow supports repayment

From their side, it’s smart business. But if you’re not prepared for these terms — or emotionally ready to accept them — it feels like a bait-and-switch.

The “Would You Buy This?” Exercise

Ask yourself:

• If I were buying this business, would I want a guarantee the revenue holds after the owner leaves?
• Would I trust the books and growth enough to pay 100% upfront?
• Would I want the seller to stay on for 6–12 months to ensure a smooth handoff?

This is how buyers think — and you should too, well before you list.

Small Win: Read 3 Real LOIs

Go grab 3 sample Letters of Intent from any M&A firm or broker site. Read the fine print. Pay special attention to:

• Earnout triggers
• Contingencies
• Payment timelines

You’ll quickly see how structure plays a bigger role than price.

Want to get your business ready for a clean, profitable deal?

Download the Exit Toolkit — a free resource to help you prepare your financials, reduce risk, and navigate deal terms like a pro.