FOR SELLERS
Cash at Closing: Why Two Offers at the Same Price Aren't the Same Deal
The number on the offer is where negotiations start, not what you'll bank. Here is what actually determines your cash at closing, and how to compare two offers that look identical on paper.
Escrow, seller financing and earnouts can all turn one offer price into several smaller, later, conditional ones. Not every deal uses them. When one does, it changes what the offer is actually worth.
Your cash at closing is rarely the same as the price on the offer. A buyer can offer you two million dollars for your business two different ways. One structure pays you close to that number in cash the day you close. The other pays you a fraction of it in cash and spreads the rest across an escrow account, a seller note, and an earnout tied to next year’s performance.
Both are legitimate offers. They are not the same deal. Here is what actually determines your cash at closing, why two offers with the same headline number can be worth very different amounts, and what to ask before you compare them.
I. The Offer Price and Your Cash at Closing Are Two Different Numbers
The price on a letter of intent is a starting point for negotiation. It is not a description of what happens on closing day. Between signing and funding, that number can move — narrowed by diligence findings, split across payment structures, or made contingent on things that haven’t happened yet.
Three structures do most of that work: money held in escrow or as a holdback, money paid over time as a seller note, and money tied to the business’s performance after you leave through an earnout. Not every deal uses any of them — plenty of sales are a price, a closing date, and a wire. But when one of these three shows up, it changes what the offer is actually worth.
II. The Three Ways a Price Gets Deferred
Escrow or holdback sets aside part of your price, usually for months after closing, to cover a breach of what you told the buyer or a shortfall in working capital. It is common but not universal, and where it applies, the terms — a real escrow versus a buyer-held holdback, and how long it runs — matter more than the size of it.
Seller financing has you carrying part of the price yourself, collected from the buyer over time, often subordinated to the buyer’s bank. It shows up most often in SBA-financed deals, and it turns you into one of the buyer’s creditors for as long as the note runs. We’ve written before about the gap between what buyers expect and what owners plan to offer here.
An earnout ties part of the price to how the business performs after you have handed it over — a target you no longer control day to day. Across deals that include one, sellers collect roughly 20 cents on the dollar of what was promised, on average, according to SRS Acquiom’s deal-terms research. That is rarely bad faith. It is usually the metric: profit-based earnouts are easy for a buyer to steer lower after closing, and revenue-based ones hold up better. We go deeper on how these are structured and negotiated in our article on earnouts in a business sale.
| On a $2,000,000 Offer | Offer A | Offer B |
|---|---|---|
| Cash at closing | 90% | 60% |
| Cash at closing ($) | $1,800,000 | $1,200,000 |
| Escrow (12 months) | 10% | 10% |
| Seller note (3 years) | — | 20% |
| Earnout (2 years) | — | 10% |
III. Why the Same Number Can Be Two Very Different Deals
Look at the table above. Both rows describe a two-million-dollar offer. Offer A pays $1.8 million in cash at closing and settles the rest within a year. Offer B pays $1.2 million in cash at closing, and the other $800,000 depends on a note the buyer has to keep paying and a performance target you no longer control. On paper, they are the same number. In practice, Offer A is worth close to its face value, and Offer B is worth meaningfully less — discounted for the time value of money and for the real chance that some of it is never collected.
IV. What to Ask Before You Compare Two Offers
The fix is not refusing any structure that is not all cash — plenty of good buyers cannot or will not pay all cash, and insisting on it can cost you the buyer pool. The fix is pricing what is deferred honestly, and always starting the comparison with cash at closing.
1. What is the cash at closing — as a dollar figure and as a percentage of the total. That is the number to compare first, not the headline price.
2. For anything deferred, what is the actual risk. A seller note’s value depends on its seniority and what happens on default. An earnout’s value depends on the metric and whether there is a real effort clause behind it.
V. Comparing Two Offers: A Short Checklist
Five things worth asking about any offer before you weigh it against another:
What's the cash at closing?
Is there an escrow or holdback?
Is any of it a seller note?
Is any of it an earnout?
What does the closing statement actually show?
Conclusion: Compare the Cash, Not the Number
The offer price is where a negotiation starts. Your cash at closing is what it is actually worth. When you are weighing two offers, or one offer against your expectations, start with what lands in your account on day one, then price everything else as the risk it actually is.
This is not legal, tax or investment advice.
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