Start with the one that describes you.
You are the expert on your company. You are not expected to be the expert on selling it. Pick the situation below and we will show you only what applies.
Thirty minutes with a founding partner; we will tell you where you stand and what we would do first.
Four situations. Start with yours.
A buyer has approached me
There is an offer – or the beginning of one – and probably a clock. Before you answer, decide whether to take it, test it or compete it.
Before you answer →I have decided to sell
The decision is made. What happens next, week by week – what we carry, what only you can do, and where the outcome is actually shaped.
See the process →I am weighing it up
Sell, sell part, raise, fix one thing first, or wait – compared side by side, with an adviser willing to say “not yet.”
Compare the options →I am 12–24 months away
The exit you get in two years is being built now. What a buyer will test, what to fix first, and when to start.
Build toward the exit →Three situations that change the answer.
Board, investors & the cap table
Co-founders, a board with a veto, a fund with its own clock. When more than one person has a vote, the sale has to work inside the cap table before it can work with a buyer.
Take it to the board →The readiness review
What would a buyer find, and what would it cost you? A review of the six areas diligence tests, rated as a buyer’s committee will rate them, with the report and the fix list yours to keep. It is how every mandate begins, and you can commission it on its own.
See what a buyer will see →My first sale process didn’t close
Before running it again, find out why the first one failed – the buyers, the case, the economics, what diligence found, the execution, or what the market already knows. The pattern is usually visible in an afternoon.
Diagnose what happened →The answers you need before the first call.
Check the record.
Track record
Thirty-four companies sold on full sell-side mandates since 2020 – exactly what that number does and does not prove, and a founder you can call yourself.
Check the track record →People
All three founding partners work every full mandate, and one of them leads yours. Who they are, and what each has personally done.
Meet the partners →Why buyers take our call.
Across our careers we have sat on the buy side of some $10 billion of acquisitions, and the people who run corporate development and fund deal teams include former colleagues, counterparties and clients.
When we call, we do not arrive with a teaser and a deadline. We arrive with the case their own committee has to approve.
And we qualify a buyer before we contact them: why this company could matter to them, who is likely to sponsor it internally, and what they will have to believe before anyone can say yes. How a buyer universe is built and qualified →
Or skip the reading.
Thirty minutes with a founding partner. No deck. No pitch team. No obligation. You can start without naming the company.
You have an offer. The decision is whether to take it, test it, or compete it.
An unsolicited approach is real information about your company. It is not, by itself, evidence of market value, and not, by itself, a reason to run a process. Which of the three answers is right – take it, test it or compete it – is an analysis, not a reflex, and it is one we will do with you before you answer the buyer.
Tell us the deadline; you do not have to name the company to start, and we sign your NDA before you send the document. At no cost, before any engagement. Within two business days we tell you which of the three answers the evidence supports.
The offer is one number. What you keep is four.
Illustrative Proportions are an example of a structured offer, not a client outcome. Market earn-out figures: see Deal terms & structure, sourced.
Before you answer
Three things not to do this week.
Each of these can be undone later only at a price. None of them needs to be decided before you have spoken to someone who has sat on the buyer’s side of this exact conversation.
What an inbound offer actually tells you
A direct approach gives a buyer the opportunity to negotiate before market competition exists. That is not sinister; it is rational. If they can buy well bilaterally, they should try. The question is what's rational for you, and that turns on three things you may not yet know:
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1 · What alternatives does the buyer have?
If you are one of three companies that could close their gap, your position differs enormously from being one of thirty. Their urgency, their approval path, and the internal case they're building all shape what they can pay – and how much flexibility may exist absent credible alternatives.
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2 · What alternatives do you have?
Not hypothetically – specifically. Could another credible owner rationally value the company differently? The same business can be worth materially different amounts to different acquirers, because the value sits in what ownership does for them: capability, customers, data, time-to-market, competitive defence.
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3 · What does the offer become under examination?
A headline number is a starting position. What reaches your account depends on structure: cash at close versus deferred, earn-out terms, escrow, working-capital mechanics, exclusivity requests. Some generous-looking offers thin considerably; some modest-looking ones are unusually solid – and a buyer will try to take back on structure what they conceded on price.
What the founder who accepts the first offer never finds out.
€12M → €38M in eighteen months
- Seller one
- Took the single inbound offer. No competing buyer was ever contacted.
- Seller two
- Hired us eighteen months later and ran a full competitive process. €12 million was one buyer’s answer; €38 million was what a market produced. Nobody can say what a market would have produced the first time, because nobody ran one.
The three honest outcomes
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Sometimes the analysis says: take it.
Occasionally the offer in your hand is unusually good – the right buyer, at the right moment, at a number a broader process would be unlikely to beat once time, risk and disruption are priced in. When that is our conclusion, we will tell you to take it. Jeopardising an excellent offer to manufacture a process would be bad advice.
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Sometimes it says: test it.
Not a full process – a structured examination. Verify the buyer's seriousness and financing, negotiate the structure as carefully as the price, and quietly establish your alternatives without ever bluffing ones that don't exist. A buyer's posture may change once they know, credibly, that alternatives exist.
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Sometimes it says: compete it.
When several buyers could rationally want the company for different reasons, a disciplined process is how you find out what it's actually worth – and the buyer who approached you is welcome to win it at a market-tested number.
What we will never do: predetermine "run a process" before the analysis, disparage the buyer at your table, or manufacture competing interest that doesn't exist. The analysis decides.
Do you even need an adviser for this?
Not always. If the buyer is the obvious unique owner, the structure is simple, and you know your alternatives, a good transaction lawyer may be enough. What an adviser changes when it matters: the buyer now negotiates against a professional rather than against your patience; someone else plays the demanding role so your relationship with your future partner survives the negotiation; and the buyer's belief that you have real alternatives gets built on evidence rather than implication. You are also freed to run your company – which, during a negotiation, is precisely when it must not wobble.
Practical, immediately
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If the approach came with a deadline.
That is itself information – a board cycle, another target, financing timing, or negotiating pressure. Understand which before the deadline makes the decision for you. Tell us the date and we work to your clock.
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Send us the approach.
Under NDA, at no cost, before any engagement – by e-mail to travis@b2bcapital.ch if you prefer not to use a form. Within two business days we tell you which of the three answers the evidence supports, and what we would look at next – and if a genuine deadline demands faster, say so. If our honest read is that the offer is strong and the analysis simple, we'll say that too. The conversation is private and carries no obligation.
- Your own valuation.
Built on your diligenced numbers rather than theirs, before any buyer is re-engaged. How it is built →
- A structure read of the offer in your hand.
Because a 30% earn-out is a promise, and one of us has waited on an earn-out that paid on a definition, not on performance. Deal terms & structure →
- If exclusivity is already on the table.
The thirty-one questions to answer before you grant it. The founder’s letter-of-intent checklist →
If you send us the offer, these are the three people who read it.
The buyer’s case: thesis, negotiation, structure.
The numbers: valuation, financial preparation, the data room.
The process: execution, buyer coordination, the timetable.
Firm rule Named on the engagement letter; the people you meet on the first call are the people who run the mandate. The three, in full →
Have an offer on your desk? Send it to us before you answer the buyer.
Under NDA, at no cost, within two business days – by call, by form, or by e-mail to travis@b2bcapital.ch. When the offer on your table is the right one, we will say so.
Price is what you are offered. Structure is what you keep.
A buyer negotiates two ledgers – and can use the second to take back what was conceded on the first. Earn-outs, escrow, rollover, deferred consideration, working-capital adjustments, retention pools: each changes how much of the headline you receive, when, what remains at risk, and what you still have to do to earn it. Here is how we read them, and how we negotiate them before the leverage is gone.
If you already hold an offer, we will read its structure with you before you respond. Under NDA, at no cost.
What a headline number is actually made of
A headline offer is not a single kind of value.
Illustrative consideration structure. Not a calculation of seller net proceeds.
Why the higher headline is not automatically the better offer
Two offers for the same company, illustrative. Read them the way a buyer hopes you won’t.
Offer A · €40M headline
- Cash at close
- €20M
- Earn-out
- €20M over three years, against a revenue definition applied after the buyer controls pricing, hiring, product investment, the allocation of shared costs, the sales channels and the integration.
- What it is
- A €20M sale and a €20M question. The question is answered by the definitions clause and by whoever runs the business after closing – not by your forecast.
Offer B · €37M headline
- Cash at close
- €35M
- Escrow
- €2M, released against a defined warranty exposure on a fixed timetable.
- What it is
- €35M in your account on the day, and a small, well-defined claim. The lower headline is the more certain price.
Offer A has the higher headline. Offer B puts €15 million more in your account on closing day. That does not automatically make B the better offer – and it does not make A worth €40 million. Which is better depends on the earn-out definition, who controls the inputs it depends on, the probability and timing of payment, the escrow exposure, tax, and what you want your life to look like after the sale. The headline answers none of those questions. Answering them before you respond is the work; it is also the difference between comparing offers and ranking them.
The instruments, and what each one does to you
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Cash at close.
The only part of the price that is not a promise. Everything below this line is a claim on the future, and the question for each is the same: who controls the number it depends on? Even cash is not beyond every later claim – the warranties and indemnities you give decide what can come back, and for how long.
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Fixed deferred consideration and seller notes.
The price is fixed; the payment date is not. Unlike an earn-out, you do not have to reach a target – but until the money arrives you are one of the buyer’s creditors. The questions are a lender’s: is it secured, does it bear interest, where does it rank against the buyer’s banks, can claims be set off against it, what accelerates it, and what happens if the buyer is sold or fails before it falls due. Unsecured and subordinated, a seller note is priced by the buyer’s credit, not by your company.
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Earn-out.
Deferred consideration contingent on future performance – performance the buyer will control after closing. In SRS Acquiom’s sample of private-company deals, only 59% of earn-outs paid anything at all, aggregate payouts totalled about 21 cents per dollar of maximum earn-out opportunity, and at least 28% were contested.1 76% of the earn-outs our clients have agreed since 2020 have paid in full. That record is one reason we negotiate the definitions while alternatives still exist, rather than after exclusivity has narrowed them – and why we read every earn-out against the buyer’s integration plan, because an earn-out on a business that stays standalone and one on a business scheduled to disappear into the buyer are not the same instrument.
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Escrow and holdback.
Money held back against warranty claims. The amount, the period and the release mechanics are all negotiable, and all interact with the warranty package your lawyer negotiates and with any warranty insurance. We work those negotiations as one.
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Buyer equity and rollover.
Two things that look alike: the buyer’s shares used as currency, and your own proceeds reinvested in the buyer or the acquisition vehicle. In either case you are not “getting shares instead of cash” – you are making a new investment decision. The class of equity, what sits ahead of it, the leverage above it, dilution, governance and information rights, drag and tag rights, and the route to liquidity can matter more than the value written on the closing statement. Listed shares add a share price on the day you are allowed to sell – and, often, a lock-up that decides when that day is.
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Retention and stay terms.
Your stay period, your management team’s retention pool, option treatment and stay bonuses are economically important – and they are not always purchase price. If a retention pool is funded from the consideration, shareholders paid for it. If the buyer funds it in addition to the price, it is separate compensation. Either way, negotiate the distinction rather than letting the headline blur it.
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The purchase-price mechanism.
Enterprise value is not the amount wired for the equity. Cash, debt, working capital and other agreed items bridge one to the other. In some transactions the final adjustment is calculated around closing (completion accounts, on numbers the buyer then prepares); in others a locked-box balance sheet fixes the economics earlier, with protections against leakage. The definitions and accounting principles matter as much as the target itself: a working-capital peg set carelessly gives back part of the negotiated price after everybody has celebrated the headline. We set the peg from the same reconciled numbers the valuation was built on.
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The shareholder waterfall.
For investor-backed companies, liquidation preferences, participation, option acceleration, drag and tag rights decide how a headline price is divided long before it is paid. We model the waterfall for every offer so that what the founder actually receives – not the enterprise value – is the number being negotiated. How this works with a board →
And one question founders often miss: what can come back after closing?
Cash received at closing is different from cash that is economically beyond risk. The warranties you give, the indemnities, the escrow, any specific indemnities for known issues and – where used – warranty and indemnity insurance decide what claims can still be made against you after closing, for how long, above what threshold and up to what amount. We make sure the economic consequences are compared alongside price and structure, offer against offer. Warranties, indemnities, caps and insurance, in the reference →
Why we negotiate structure before the leverage is gone
Once you sign a letter of intent and grant exclusivity, your alternatives narrow and the buyer’s widen. The material structural terms left for “the definitive agreement” are usually negotiated from the weaker chair. So the structure is on the table with the price, in the same round, against the same competing offers.
We have been inside earn-outs as sellers. One of us waited on an earn-out that paid on a definition, not on performance, and watched the definition do the work. The headline is what gets announced. The definitions decide what gets paid.
If you are staying, we are negotiating with your future boss. We would rather disqualify a buyer than watch you be miserable in two years.
1 SRS Acquiom, 2024 market data (US private-target deals): 59% of earn-outs paid anything; aggregate payouts about 21 cents on the dollar; contested at least 28% of the time. Our 76% is B2B Capital completed-mandate data since 2020, counted as paid in full at final settlement. How we count →
Holding a term sheet? Let us read the structure before you answer.
Bring the offer. We will tell you what the headline is actually made of, which terms move the money, and what we would negotiate first – under NDA, at no cost, before any engagement.