Sellers do not simply take the highest number. They take the offer most likely to actually close, because a deal that falls through in week three costs them a month and the next buyer's confidence.
What an offer should contain
The price, plainly. No ranges. A range reads as an opening position, and invites a counter to its bottom.
The structure. All cash at close? Part earnout? Say it now, not after they've mentally accepted.
Your diligence list and how long it takes. "Five business days, and here's exactly what I need" is enormously reassuring.
How the money moves. Naming escrow up front removes the single biggest source of seller anxiety.
What you need from them post-close. 30 days of email support, two calls, whatever it is. Vague commitments become disputes.
Proof you can pay. One line. Sellers get a lot of offers from people who cannot fund them.
On the number
Anchor low enough to leave room, high enough to be taken seriously. Below about 70% of asking, most sellers stop replying rather than counter — you have signalled that you're not in the same market.
And justify it. "$142,000, based on trailing twelve-month SDE of $47,300 at 3×, adjusted down for the 34% revenue concentration in your top two customers" is an offer somebody can engage with. "$142,000" is a number they can only accept or reject.
What makes an offer weak
Conditional on financing you haven't arranged.
A diligence period with no end date.
An earnout with vague or unmeasurable targets.
Any hint that you'll want to renegotiate after diligence. Sellers have been through this and will price your offer accordingly.
The retrade problem
The fastest way to lose a deal is to agree a price and then reduce it in week two over something you could have asked about in week one. If you need to adjust after diligence, it should be because you found something genuinely undisclosed — and you should be able to point at exactly what.
Do your diligence before you name a number where you can. An offer made with the numbers already verified is worth a discount to the seller all by itself, because it's the one that closes.