When it comes time to sell an owner-managed business, it’s natural to think the offer with the biggest headline number is the best outcome. After all, the goal is to maximise value. Yet in practice, the “highest offer” is often far from the best deal – and in some cases, it can leave sellers worse off.
Below, we explore why business owners should look beyond the headline figure and focus on the true quality of an offer.
1. Earn-Outs and Deferred Consideration
Many attractive headline prices are inflated by deferred payments or earn-out structures. On paper, it looks like a premium deal. In reality, part of the payment is contingent on future performance – something the seller may no longer control.
If the business underperforms post-sale, you may never see the full figure. A lower upfront cash offer can often be more secure than a higher deal weighted heavily towards future conditions.
2. Buyer Reliability and Financing
The highest bid is worthless if the buyer cannot actually complete the transaction. Some acquirers overpromise to secure exclusivity, only to reduce their offer during due diligence or fail to obtain financing.
A serious buyer with proven funding, sector knowledge, and a track record of acquisitions may offer slightly less – but deliver certainty of completion.
3. Deal Structure and Tax Implications
The structure of a deal can significantly affect the seller’s net proceeds. Two offers with the same headline value can result in very different after-tax outcomes. For example, asset sales versus share sales carry different tax treatments under UK law.
Business owners should always assess after-tax value, not just the gross price.
4. Cultural Fit and Legacy Considerations
For many owner-managers, the legacy of their business – and the treatment of loyal staff and customers – matters as much as price. A competitor may bid higher but plan aggressive restructuring, redundancies, or integration that doesn’t align with your vision.
A buyer who respects your company’s culture and values may be the better long-term choice, even if their offer is modestly lower.
5. Post-Sale Commitments
High offers often come with strings attached: consultancy tie-ins, extended transition periods, or restrictive covenants. If you are planning retirement or a new venture, being locked into years of obligations may make the deal far less attractive in practice.
Check out our article on what to expect after a sale has taken place
Final Thoughts
The best deal is rarely about the biggest number. It’s about certainty, structure, and alignment with your personal and financial objectives.
An experienced corporate finance adviser can help you navigate offers, stress-test deal structures, and negotiate terms that maximise real value – not just headline figures.
Selling a business is likely to be the most important financial decision of your life. Make sure the deal you accept is the right one, not just the biggest one.
