Have You Offered a Seller More Cash but Less Equity? How Did They Respond?
We recently had a discussion with one of our searcher clients about revising an offer to give the sellers more cash at closing, with a smaller equity stake going forward.
On paper, it addressed their preference for more money upfront. But we spent quite a bit of time thinking about how to explain the change, especially since a larger equity percentage had been discussed earlier.
There was another piece to it that the proposed equity would be in a holding company that could acquire other businesses, rather than just the business being sold.
Now this makes the comparison harder. A smaller stake in a larger group could eventually be worth more, but those future acquisitions haven’t happened yet. The seller is weighing cash they would receive at closing against an outcome that still depends on a lot going right.
Interestingly, how easy it is for the discussion to focus on the percentage being reduced. From the seller’s side, I can understand that. They may already have a particular number in mind, even though the cash component and what they would own are changing too.
We’re trying to make that comparison clear without making the future upside sound more certain than it is.
For those who’ve worked through a similar change, what helped sellers weigh more cash upfront against less equity? And if the equity was in a holdco, how did you explain what they were actually getting?