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Buying a business is one of the smartest ways to build wealth, but finding the right deal, structuring an offer, and navigating the process can be overwhelming. That’s why we created The Buyers EDGE Club—a game-changing membership designed to give you the tools, knowledge, and exclusive access needed to acquire the right business at the right price.

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4 min read

Writing a Winning Offer That Sellers Accept

Writing a Winning Offer That Sellers Accept

You’ve found a business you love. You’ve pictured yourself running it. Maybe you’ve even mentally rearranged the office furniture. Now comes the hard part: convincing the seller that you are the buyer who will actually get the deal done.

discussion circleToo many buyers think it’s just about the highest price. Wrong. Sellers aren’t just auctioneers chasing the top bidder — they’re more like seasoned investors. They want the offer that looks solid, reliable, and most likely to pay out without drama. In other words, they’re not looking for the flashiest check; they’re looking for the one that actually clears the bank.


A winning offer isn’t just about dollars; it’s about structure, credibility, and trust. And remember — the offer is not the finish line. It’s the beginning of a two-way interview. You’re sizing up the seller and their business, and they’re sizing up you. Done right, your offer says: “I’m serious, I’m ready, and I’m not going to waste your time.”

 

LOI vs. Business Offer to Purchase

First things first: what type of offer are you putting on the table?

 

Letter of Intent (LOI)

Think of an LOI like dating before marriage. It’s non-binding, sets expectations, and gives you exclusive time to get to know the business without fully committing. Sellers like it because it shows you’re serious. Buyers like it because it gives wiggle room. Everyone likes wiggle room.

 

Business Offer to Purchase (BOPA or APA Draft)

This is the “let’s skip the courtship and just move in together” approach. It’s more formal, often includes deposits and binding terms, and says you’re ready to move fast.

 

Which to use?

If it’s a straightforward, smaller deal, an Offer to Purchase may get you to the altar quicker. For bigger, more complex deals, the LOI is safer. In short: don’t propose on the first date unless you’re really sure.

 

 

Escrow: Building Trust

Want to show you’re serious? Put some skin in the game. Escrow is where your earnest money hangs out until closing, kind of like a Switzerland for deposits.

Monopoly-moneyFor the seller, escrow is comforting — it says, “This buyer has real money, and it’s not just Monopoly cash.” For you, it’s safe because your money stays protected until the deal goes through. Escrow is the business equivalent of showing up to a job interview with both shoes tied — it’s just what professionals do.

 

Contingencies: Balancing Protection and Appeal

Contingencies are like prenups. They protect you, but if you load them up with too many demands, you might scare your future partner away.

Common contingencies:
  • Financing approval
  • Lease transfer
  • Due diligence (a.k.a. poking around the books to make sure it all adds up)
  • Franchise or licensing approvals

From a seller’s point of view, contingencies are red flags if there are too many. They worry you’re going to drag them through six months of “maybes” and then ghost.

 

Pro tips:

  • Stick to essentials
  • Put timelines on everything
  • Be prepared before you write them in

Remember: contingencies are the stage where the two-way interview really happens. You’re testing the seller’s story; they’re testing whether you’re the kind of buyer who follows through or the kind who “forgets their wallet” at dinner.

 

Capital Structures That Win Deals

The financial structure of your offer is like the engine in a car — sellers want to know it’s going to run, not break down halfway home.

 

All-Cash Offers

The golden goose. Sellers love them. Buyers rarely have them. If you can, great — but most buyers can’t write a check that big without fainting.

 

SBA Financing + Buyer Equity

This is the bread and butter of small and mid-market deals. SBA says yes if you bring enough equity and paperwork. Sellers like it because it feels credible. (For a deeper dive on SBA loans, seller financing, and other funding options, see our article: “Financing a Business Acquisition: SBA, Seller Financing & More.”)

 

Seller Financing

Usually 10–20%. It says, “I believe in this business so much, I’ll help you buy it.” Sellers feel good about that — as long as the terms aren’t insulting.

 

Earnouts & Creative Structures

These are the “let’s split the difference” options — tying payment to future performance. Great when used right, a nightmare when used wrong. Proceed with caution (and a good lawyer).

 

Buyer Financing Preparedness

Here’s the big one most buyers miss: know what you qualify for before you make an offer. If you’ve never talked to a bank, don’t write an offer that depends on one. Sellers (and brokers) can smell an unfundable offer a mile away. Pre-qualification makes you look serious, not delusional.

 

Competitive Advantage

The best offers combine cash, clean terms, and believable financing. Translation: if your deal structure looks like a Jenga tower about to topple, the seller will go with the other guy.

 

Putting It All Together

Negotiating Deal Handshake CircleA winning offer looks like this:
  1. Right format (LOI vs. Offer to Purchase)
  2. Deposit in escrow (not under your mattress)
  3. Contingencies that are tight, clear, and realistic
  4. Financing that a bank would actually approve
  5. Written professionally — not like you scribbled it on a napkin at lunch

Above all, remember this: the offer is the start of the conversation, not the end. This is the stage where you and the seller are feeling each other out, like an awkward first date. The stronger and cleaner your offer, the more likely they’ll want a second date — and eventually, to hand you the keys.

 

Sellers don’t just accept the highest offer. They accept the offer that looks the most doable. The one with fewer loose ends, stronger financing, and a buyer who looks like they can actually close.

Write your offer like you mean it. Show the seller you’re ready, bankable, and trustworthy. And don’t forget — this isn’t just about them picking you. It’s about you picking them, too.

At EDGE Business Advisors, we’ve seen hundreds of offers cross the table. The winners are always the ones that balance structure with credibility — and just a dash of confidence. If you’re ready to put an offer on a business, let us help you write one that actually gets accepted.

 

The Buyer's EDGE Club

The Buyers EDGE Club logo - grey textBuying a business isn’t just about finding the right deal — it’s about having the right tools, knowledge, and community. That’s why we created The Buyer’s EDGE Club.

Free Membership Includes:
  • Invitations to select workshops and events, including the Million Dollar Acquisition Series.

  • Community updates and buyer-focused insights from our team.

Paid Membership Unlocks Even More:
  • Full access to our Buyer’s Resource Library (worksheets, LOI templates, due diligence checklists).

  • Exclusive early access to new deal flow.

  • Advanced training modules and acquisition strategies.

  • Priority invitations to private workshops and networking.

  • Direct Q&A opportunities with EDGE advisors.

Start free today at www.thebuyersedge.club — upgrade anytime to unlock the full suite of buyer tools and support.

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