Someone wants to buy your business. What is the offer actually worth to you?

Why the moment you get an offer is the moment to look hardest.

The buyer has done this before. You have not.

An unsolicited offer arrives because an unrepresented owner is easier to win on price. The buyer's team already knows which questions find the money. You are about to learn them in real time.

Exclusivity is a clock, and it only runs one way.

Sign a letter of intent and you typically agree not to talk to other buyers for 60 to 90 days. From that day, every finding moves the price down and nothing moves it up.

The findings are already in your business.

The customer who is 30% of revenue. The add-back with no paper trail. The lease that does not assign. The buyer will find them in week three. You can find them today.

What happens after the handshake

Sources: Axial Dead Deal Report 2025 (75 failed LOIs) · Pepperdine Private Capital Markets Report 2025 · UBS Investor Watch 2023 (123 recent sellers)

Eight questions to ask before you say yes, no, or let me think about it.

A buyer expects these questions from a represented seller. Asking them yourself changes how the buyer prices you, before any negotiation starts.

1. 1How much is cash at close, and how much depends on something that has not happened yet?
2. 2What is the earnout measured on, who controls that measure after closing, and for how long?
3. 3What goes into escrow, for how long, and what releases it?
4. 4Is this an asset sale or a stock sale, and who carries the tax difference?
5. 5What working capital level does the price assume, and what happens if the business is above or below it at close?
6. 6How long is exclusivity, and what happens to it if the buyer misses a date?
7. 7How long do they expect you to stay, and on what terms?
8. 8Which of your contracts, leases, and licenses need a third party's consent to transfer?

Questions owners ask when an offer arrives.

Do I need an account to check an offer?

No. The offer check is public and free. If you want to keep it, run it against the full diligence, or compare it to your own valuation, you save it to an account from there.

Does the buyer find out I used this?

No. Nothing you enter is sent to the buyer, a broker, or anyone else. Exit OSx does not share owner data with buyers and does not sell exit intent.

Is the tax estimate reliable?

It is a planning estimate: flat federal capital gains treatment by sale type and a state rate table. Your entity type, purchase price allocation, basis, and installment timing can all move it. Take it to your CPA before you rely on it. The point is to see the size of the gap between headline and wire before you negotiate, not to file a return.

I have a banker or broker already. Is this still useful?

Yes. Your advisor negotiates the terms; this shows you what they mean for you, in your numbers, and gives you the diligence read so you and your advisor are not surprised by the same finding at the same time. Exit OSx also runs under an advisor's own brand, so your advisor can work inside the same workspace.

Should I sign the letter of intent first and sort this out later?

That is the order most owners follow, and it is the order that costs the most. Once exclusivity starts, your leverage falls every week. Check the offer and look at what diligence will find before you sign, while you can still negotiate the structure or walk.