M&A and Private Equity Insider Series

Your BATNA and How to Find It

LOI transaction structure and economics

The most important offer may be the one outside the negotiation

A credible alternative changes how you evaluate price, timing, and risk.

BATNA means best alternative to a negotiated agreement (BATNA). In a business sale, it answers a simple question: what will you do if this transaction does not close on acceptable terms?

The answer is not always “find another buyer.” Your alternatives may include continuing to operate, running a broader process, pursuing a minority recapitalization, refinancing, transferring ownership internally, or pausing to improve the company before returning to market.

To identify the best alternative, define your objectives first. Consider liquidity, timing, future role, employee continuity, concentration of personal wealth, and tolerance for operating risk. Then estimate the economics and execution risk of each path. A theoretical option is not a BATNA if it cannot be financed, implemented, or sustained.

Strengthen the alternative before you need it. Keep the company performing, maintain access to information, avoid premature exclusivity, and understand what other credible counterparties or capital sources exist. The stronger your alternative, the less pressure you face to accept a weak retrade simply because considerable time has been invested.

A BATNA is not a threat delivered across the negotiating table. It is an internal decision standard. Compare the proposed transaction with the best realistic path available outside it, including risk and delay.

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