Deal Structuring and Offers: Acquisition Advisory for Buyers

TealBridge provides acquisition advisory on the deal itself: we turn the valuation into an offer, negotiate price and terms with the seller or the seller’s broker, and design a structure that protects you (asset or equity purchase, cash at closing, seller note, earn-out, holdback, transition period and, for E-2 investors, a visa-contingent escrow). Your attorney then reviews the letter of intent and drafts the purchase agreement.

Price is only one line of a deal. Two offers at the same headline price can leave the buyer with very different risk, depending on what is paid at closing, what is deferred, which liabilities transfer and what the seller must do after the sale. Structure is where an experienced buy-side advisory team adds most of its value.

Who is our acquisition advisory on deal structure for?

The service is for foreign investors who have chosen a business, usually after our business search and valuation, and need to make an offer and negotiate it. Budgets start from $100,000. Deals from $500,000 to $10 million, where earn-outs, management retention and more complex structures are common, are led by Anton Trunin, our partner for M&A and investment strategy.

It also suits buyers who found a business on their own, received a seller’s term sheet or a broker’s standard LOI, and want a buyer-side review before they commit.

How do you make an offer on a business for sale?

Step 1: Set the negotiating range

From the valuation we fix three numbers with you: the opening offer, the target price and the walk-away price. Each is tied to documented earnings, so every move in negotiation has a reason you can state to the seller.

Step 2: Design the structure

We model the main options and their effect on your cash, risk and visa:

The second choice is asset purchase versus equity purchase. Asset purchases usually limit inherited liabilities and can give a stepped-up tax basis, with the price allocation reported on IRS Form 8594; equity purchases can keep contracts, licenses and permits in place. Our guide to asset vs stock purchase covers the trade-offs, and your attorney and CPA confirm the final choice.

Step 3: Prepare the letter of intent

We prepare the commercial terms of the letter of intent: price and components, structure, assets included and excluded, working capital, exclusivity, due diligence scope and period, contingencies, transition and non-compete. See what to include in a letter of intent. Your attorney reviews the legal wording and binding clauses before you sign.

Step 4: Negotiate with the seller or broker

We lead the commercial conversation on your side, with you deciding on every concession. When due diligence finds something material, we bring it back to the table with evidence and a specific proposal: a price adjustment, a larger holdback, an earn-out or a fix before closing.

What does effective negotiation look like when buying a business?

Effective negotiation is mostly preparation. Sellers and their brokers respond to documented facts, not to general statements that the price is too high. The tactics that work are consistent: anchor on verified earnings, trade terms rather than only price, keep a real alternative (a second candidate from the shortlist), and never let exclusivity run out before due diligence is done.

Foreign buyers face particular pressure. Sellers may push for a quick all-cash close that does not fit a visa timeline, or resist a visa-contingent escrow because it ties up the sale during consular processing. These points are easier to settle in the LOI than at the purchase agreement stage.

How is a deal structured for an E-⁠2 investor?

Under 9 FAM 402.9, the investment must be substantial, at risk and irrevocably committed, and the investor must own at least 50% or have operational control. Funds held in escrow and released only on visa issuance can count as committed. Loans secured by the business’s own assets do not count toward the investment, which is why seller financing secured by the business is generally not counted. We build the structure with these rules in mind and prepare a handoff summary for your immigration attorney, who confirms the visa treatment. For businesses screened for these tests, see businesses that fit E-⁠2 requirements.

What do you receive?

• Opening, target and walk-away prices tied to the valuation.
• A comparison of structure options and their effect on cash, risk and E-2 investment.
• Commercial terms of the letter of intent, ready for attorney review.
• Negotiation support with the seller or broker through LOI and due diligence.
• A summary of agreed terms for your attorney drafting the purchase agreement.

What do independent attorneys and CPAs do instead?

TealBridge is a business consulting firm, not a law firm, CPA firm or broker, and we do not represent sellers. We do not draft binding legal documents or give legal or tax advice. Your attorney reviews the LOI, drafts or reviews the purchase agreement and advises on enforceability of non-competes, which varies by state. Your CPA advises on tax treatment, including the purchase price allocation. An independent immigration attorney files the visa.

How long does it take?

Negotiating the LOI usually takes from a few days to a few weeks. Exclusivity periods of 60 to 90 days are common, due diligence typically runs 30 to 60 days, and closing often follows 60 to 120 days after the LOI. TealBridge fees are a fixed quote after the first consultation; see our cost page.

Next step

If you have a business in view or a seller’s terms on the table, we will review them and tell you where the risk sits before you sign. TealBridge works only for the buyer: valuation, offer, structure, negotiation, due diligence and closing coordination. Contact us to discuss your deal.