# What brings you here today?

I’ve Received an Offer.

An unexpected offer can be flattering, but it’s rarely the best one available. Before you respond, find out what your business is really worth and what a competitive process could bring to the table.
Questions Owners Ask Us

A good offer deserves a careful look.

The headline price is only part of the story. The best deal combines price and structure, and it’s usually achieved when more than one qualified buyer is competing for your business.
“Is this a fair price?”
“Should I talk to other buyers?”
“What do these terms really mean for me?”
“What happens if I say no?”
Before You Respond

Why the first offer is rarely the best one.

The first offer is set on the buyer’s terms.

Unsolicited buyers approach when they see an opportunity. Without competition, there’s little pressure on them to improve price or terms.

Competition produces the best deal.

The best deal is a combination of price and structure: cash at closing, earnouts, seller notes, working capital and escrows. A competitive process lets you compare both side by side and negotiate from strength.

Due diligence is more demanding than most owners expect.

Buyers examine your financials, contracts, customers, employees, taxes and legal matters in detail. Owners who aren’t prepared can lose leverage, value and time, and most underestimate how much work a sale involves.
How it Works

Measured steps before you respond.

01

Review the offer

We look at the price and the structure behind it, including earnouts, seller notes, working capital and other terms.
02

Benchmark the value

We compare the offer with an independent view of what your business is worth.
03

Weigh your options

We help you decide whether to negotiate directly, run a competitive process that brings other qualified buyers to the table, or decline.
04

Negotiate and close

If you move forward, we negotiate on your behalf and manage due diligence through closing, so you can keep running your business.
What You Come Away With

An informed decision, either way.

An objective read on price

How the offer compares with an independent view of your company’s value.

The terms in plain language

What the headline number means once structure, timing and contingencies are factored in.

A clear set of options

The realistic paths forward, including what a competitive process could mean for price and terms.

A formal fairness opinion, if you want one

An independent, written assessment of whether the transaction is fair to you from a financial point of view. Often presented to boards, it’s just as valuable to a private owner weighing a major decision.
Led By
Offer reviews are led by Windward Advisors, the investment banking practice of Middle Market Value, with Cornerstone Valuation providing the independent view of value the offer is measured against and, when needed, a formal fairness opinion.
Related Situations

Where owners often go next.

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I want to know what my business is worth

An independent valuation that shows what your company is worth today, and why.
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I'm thinking about selling

Understand your options, timing and readiness before you commit to a process.
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I want to grow enterprise value

Identify the drivers that build value and the risks that hold it back.
Let’s Talk

Before You Respond, Let’s Talk.

A confidential second look at an offer, before you commit to anything, can change the outcome.

Confidential

Your information is always protected.

No Obligation

An open conversation with no pressure.

Focused on You

Guidance tailored to your goals and situation.