A high price can hide a weak transaction
Headline value matters only when the economic bridge is clear.
“You set the price; I will set the terms” captures a common M&A risk. A buyer can appear to accept the seller’s valuation while changing the structure enough to produce a very different outcome.
Consider a proposal described as $50 million. How much is cash at closing? Is debt deducted? Is excess cash added? What working-capital level must remain in the business? Is part of the price placed in escrow, paid through a seller note, rolled into buyer equity, or conditioned on an earnout? Which liabilities are treated as debt-like items? Are transaction expenses deducted from proceeds?
The answers determine what the owner receives, when it is received, and what could prevent payment.
Risk also appears outside the purchase-price section. Broad representations, a large indemnity cap, open-ended diligence, a financing condition, restrictive post-closing covenants, or an undefined employment role can change the practical value of the deal.
Compare written proposals using a common framework. Bridge enterprise value to estimated proceeds at closing. Separate fixed consideration from contingent or illiquid consideration. Identify closing conditions and post-closing exposure. Then evaluate certainty, timing, and fit alongside price.
This analysis is preliminary; final outcomes depend on definitive documentation and transaction-specific legal and tax advice. But it prevents a familiar mistake: negotiating the largest number while leaving the buyer to define what that number means.