Step 4: Negotiate a Deal
Crafting a deal involves navigating valuation, terms around risk, control, and post-close compensation. Mastering the dynamics leads to better outcomes.
In most cases, the buyer makes the first move. They will provide a rough valuation range and terms for consideration. And, unless explicitly stated otherwise, the buyer expects you to counter. Don't just say "yes" to their first offer.
Key Components of a Business Sale Agreement
Valuation
Headline purchase price determined by business performance multiples of revenue, discretionary earnings (SDE), or profit (EBITDA). Imaginative repositioning and turnaround strategies may also influence offers.
Capital Structure
Combination of cash, debt, and equity contributions that fund the acquisition, which dictates risk appetite and return requirements. Too much debt can tank a deal.
Terms & Provisions
Length and triggers of earnouts, employment agreements, contingencies, and liability caps contained in the definitive purchase agreement. Very seller-favorable terms often entail accepting significant risk of nonpayment.
Retained Equity
Sellers remaining invested post-transaction allows for benefiting from future growth and stewarding legacy. However, reduced control means weighing preferences against the lead buyer.
Valuation and Terms
Higher purchase prices often correspond to more buyer-friendly structures around contingencies and payouts over time. Retaining equity and involvement may drive higher total returns unless urgently seeking liquidity. Make sure you've prepared your financials before entering negotiations.
How to Calculate Your Business Valuation
It helps to break valuation into two parts:
What is the appropriate multiple for my business?
Start from a multiples table and make adjustments. Things like high growth and long-time customers might justify adjusting your multiple upwards, and things like customer concentration and low growth might adjust your multiple downwards.
What is the accurate EBITDA or SDE of my business?
Calculating these metrics before involving accountants involves some judgment: what is the actual total income of the owner (you)? What are one-time expenses vs ongoing ones?
Try Our Free Valuation Calculator
Not sure where to start? We've built a free valuation calculator to help you estimate what your business might be worth. Walk through the process at your own pace, or reach out and we'll be happy to run through it with you for free.
Understanding EBITDA Multiples for Small Business Valuation
Most transactions in the SMB space are negotiated in terms of "multiples" of EBITDA. There is no set multiple for a specific business. Still, you can get an approximation based on the transactions of other companies of similar size, industry, and business elements (i.e. leadership, financial consistency).
Here's a table of common multiple ranges of EBITDA by company size:
Median Deal Multiples by EBITDA Size of Company
| EBITDA | Avg. | Manufact. | Constr. | Consumer | Wholesale | Biz. Svcs | Materials | Health | Tech | Fin. Svcs | Media |
|---|---|---|---|---|---|---|---|---|---|---|---|
| <$1M | 4.6x | 4.3x | 4.0x | 4.0x | 4.0x | 5.0x | 4.0x | 4.8x | 6.0x | 5.0x | 4.5x |
| $1M - $5M | 5.8x | 5.0x | 4.8x | 5.5x | 5.0x | 6.0x | 5.3x | 7.0x | 6.0x | 7.0x | 6.8x |
| $5M - $10M | 6.4x | 6.0x | 6.0x | 6.0x | 6.0x | 6.8x | 6.0x | 7.3x | 6.0x | 7.0x | 6.5x |
| $10M - $25M | 7.1x | 7.5x | 6.0x | 6.0x | 6.0x | 8.5x | 6.0x | 8.0x | 7.5x | 8.0x | 7.0x |
| $25M - $50M | 8.2x | 9.5x | 7.0x | 6.8x | 8.3x | 9.3x | n/a | 8.3x | 8.0x | 8.5x | 8.0x |
| $50M+ | 8.7x | 10.0x | 8.0x | 8.0x | >10x | >10x | 8.5x | 9.0x | 9.5x | 8.8x | 8.0x |
Multiples are obviously an oversimplification of more complicated valuation logic. Sophisticated buyers model scenarios and projections for the future while calculating discount rates based on risk. But until it's time for both parties to sign a letter of intent to purchase (LOI), conversations focus on multiples.
Factors That Adjust Your Multiple
Adjusts Multiple Up
High growth rate
Long-term customer relationships
Recurring revenue
Low owner dependency
Adjusts Multiple Down
Customer concentration
Low or no growth
Heavy owner involvement
Declining industry
Why Every Business Sale Deal Is Different
Valuations and terms will run the gamut, which is actually a good thing. The key is to stay grounded in what matters most to you. Evaluate those incoming proposals against your personal priorities and interests. And keep the lines of communication open about any must-haves or sticking points.
There are no universal rules or standards that say a buyer must peg their offer to meet specific formulas or match what another buyer puts down. You don't have to go along with any terms you're uncomfortable with or timelines feeling rushed. The numbers get fuzzy. Every multiplier and every structure element has wiggle room up for discussion.
In the end, it comes down to aligned expectations and reasonable compromises to make both sides feel good about where things land. If no offer rises to that level, you always retain the card to walk away rather than forcing a deal. This is especially true if you've used a platform like Rejigg to connect directly with buyers. Otherwise, it's quite common for brokers and other online platforms to pressure you to sell, even if you don't want to.
Most deals will have elements of the below. You can use our SBA loan calculator to see how a typical transaction using SBA debt might shake out.
Cash at Close
Clean exit, full payment at close. May result in lower total price.
Seller Financing
You finance portion of sale. Higher price but carries risk.
Earnout
Additional payments tied to performance. Aligns incentives but complex.
Equity Rollover
Retain stake in company. Bet on future growth with new ownership.
Frequently Asked Questions
What multiple should I expect for my business?
EBITDA multiples vary widely based on size and industry. Small businesses (<$1M EBITDA) typically sell for 3-5x, while larger businesses ($3-5M EBITDA) can command 5-7x or higher. Quality of earnings, growth, and customer concentration all affect multiples.
What is an earnout in a business sale?
An earnout is a portion of the purchase price paid over time, contingent on the business hitting certain performance targets after closing. It bridges valuation gaps but adds risk since you're dependent on future performance you may not control.
What is seller financing?
Seller financing means you provide a loan to the buyer for part of the purchase price. It's common in small business sales and can help close deals, but it means you carry risk if the buyer defaults.
What's the difference between an asset sale and stock sale?
In an asset sale, the buyer purchases specific assets and liabilities. In a stock sale, they buy ownership of the entire company including all liabilities. Asset sales are more common for small businesses and often preferred by buyers for liability protection.
What is SDE vs EBITDA?
SDE (Seller's Discretionary Earnings) adds back owner salary and perks to show total owner benefit. EBITDA assumes a paid manager runs the business. SDE is used for smaller owner-operated businesses; EBITDA for larger ones with management teams.
How do SBA loans work in business acquisitions?
SBA 7(a) loans are government-backed loans that help buyers finance acquisitions with lower down payments (typically 10-20%). They're common in small business sales and can make deals possible that wouldn't work with conventional financing.
What factors increase my business's valuation multiple?
Factors that increase multiples: strong growth, recurring revenue, diverse customer base, experienced management team, scalable systems, clean financials, and low owner dependency. Factors that decrease: customer concentration, declining revenue, and key person risk.
Should I accept the buyer's first offer?
Almost never. Buyers expect you to counter. The first offer is typically a starting point for negotiations. Evaluate it against your goals, get multiple offers if possible, and negotiate on both price and terms.
Need Help Navigating Negotiations?
Rejigg can help you evaluate offers and negotiate with confidence. Get matched with buyers who align with your goals.
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