SCHEDULE A CALL

Negotiating the Sale of Your Business

Two offers arrive for the same business. Both say four million dollars.

The first is three million in cash at closing with a one million seller note over five years. The second is two million in cash, a one million note, and a one million earnout tied to revenue targets over three years. On paper they are identical. In practice the first seller keeps considerably more money and takes considerably less risk.

Price gets the attention. Structure decides what you actually end up with.

two people shaking hands over a piece of paper

The Terms That Matter as Much as Price

Deal structure

Whether the transaction is an asset sale or a stock sale affects your tax treatment, the buyer's tax treatment, and which liabilities transfer. Buyers generally prefer asset sales. Sellers often prefer stock sales. Most small business transactions end up as asset sales, and the tax consequence of that is something to work through with your CPA before you agree to it, not after.

A scattered pile of American one hundred dollar banknotes

man in blue dress shirt beside man in white dress shirt

How much is cash at closing

This is the number that matters most and the one that gets least scrutiny. An offer with a large deferred component is a smaller offer with optionality attached, and the optionality belongs to the buyer.

Many small business sales include a seller note, and in SBA financed transactions a note is frequently required, sometimes on standby meaning you receive nothing on it until the bank loan is substantially repaid.

Seller financing

Our focus is on doing right by the owner — whether that means working together or helping point you in the right direction.

50+

$500k - $30MM

Enterprise value range

Transactions advised across our team's combined careers in financing, buy-side M&A, and brokerage

Seller-side representation, we never represent buyers

100%

Discuss Your Exit Options

Who Negotiates For You

A written valuation document containing the earnings calculation with every adjustment itemised and explained, the valuation range with the multiples applied and the reasoning behind them, an assessment of what is helping and hurting the number, and the specific items a buyer or lender is most likely to challenge.

Then a conversation about it. The document is not the point. Understanding what it means for your timeline is.

What You Receive

Sam Domino or Marco White, personally. You will not be handed to an analyst.

Sam's background spans both sides of the transaction. He has represented sellers, acquired businesses as part of a private equity backed investment team, and arranged the acquisition financing and debt structuring that gets deals closed. Evaluating businesses from a buyer's perspective is a large part of what he has done professionally, which is directly relevant to telling you how a buyer will see yours.

Marco has worked on more than fifty closed transactions and spends much of his time with owners who are not selling yet, helping them understand current value and what would increase it before an exit.

Graymarc is a member of the International Business Brokers Association.

We are based in Austin, Texas and work with owners across Central Texas including Travis, Williamson and Hays counties. We also represent sellers in San Antonio, Houston and Dallas Fort Worth.

Most of our work is out of state. We have closed transactions in Texas, California, South Carolina and Maine, and we represent sellers nationwide. Valuation is largely a document exercise, so where you are located does not change the quality of the analysis or the price of it.

Where We Work

Who We Work With

Privately held, owner operated businesses across a wide range of industries, generally between $200,000 and $6,000,000 in annual profit, with enterprise values from $500,000 to $30,000,000.

Get Started

person holding pencil near laptop computer

Common Questions About Negotiating a Business Sale

Do you negotiate on my behalf or do I?

We do, with your instruction. Keeping the principals out of direct negotiation preserves the relationship you will need during transition, and it gives you room to consider a position without responding to it in the moment.

Do I still need an attorney?

Yes. We negotiate the commercial terms. Your attorney drafts and reviews the documents that make those terms binding, and you should have one who has done business sales specifically.