An offer landed. Is it a good one?
An unsolicited offer is usually the buyer's opening number, not their best one. Put yours through a second read: where it sits against current market bands, and how much of it is actually cash. Nothing you enter is stored.
A credible offer, and not obviously a finished one. Structure and competition usually decide whether it climbs toward the top of the band.
Only the first row is money in your account at close. The other two rows are promises with terms attached, and the terms are where offers win or lose.
Six terms that decide how the deal actually feels
Two offers with the same enterprise value can be years apart in real outcome. Before you sign anything, know where each of these stands, because after the LOI your negotiating position only goes down.
Working capital peg
The target level of receivables and payables the practice must deliver at close. Set wrong, it quietly claws back six figures from your proceeds.
Earnout triggers
What exactly has to happen for the earnout to pay, who measures it, and what happens if the buyer changes how the practice runs. Vague triggers favor the side that wrote them.
Rollover equity terms
Which entity you own, at what basis, with what rights. Put rights, drag-along and tag-along provisions decide whether your second bite is real or theoretical.
Holdbacks and escrow
Money held back at close against future claims. How much, for how long, and what releases it. This is cash at close that is not actually at close.
Your employment agreement
Compensation, schedule, autonomy, and termination rights for the years you stay on. You are usually the practice’s biggest producer; this term prices your next five years.
Non-compete scope
Radius, duration, and what counts as competing. Reasonable protection for the buyer is normal; a cage is not. The difference is drafting.
“The DSO said this offer expires Friday.”
Deadlines on unsolicited offers are a pressure tactic, and they are usually soft. A buyer who walks away because you asked for two weeks to understand the largest financial event of your career was not offering their best deal. A real second opinion takes days, not months, costs you nothing, and if the offer is genuinely strong we will tell you exactly that. Send it over, or start with the numbers above.
Before you sign, know what you are signing
A confidential second read from advisors who read DSO offers for a living. If it is a strong offer, we say so. If it can be stronger, we show you where.