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Negotiating a Small Acquisition Without a Broker

MicroExits2 min read

Most sub-$250k deals happen directly between buyer and seller. That's cheaper and faster, and it removes the person whose actual job was absorbing friction. Here's how to do without them.

1. Separate the number from the person

The seller built this. Your valuation is not a review of their work, but it will land as one unless you frame it. "Here's how I got to this number" beats "here's what it's worth" every time, because the first invites correction and the second invites defence.

2. Put your reasoning in writing

Written offers with the arithmetic shown do two things: they stop the number feeling arbitrary, and they give the seller something to argue with that isn't you. If they think the multiple's too low, now there's a specific line to discuss.

A negotiation where both sides are editing the same document is structurally calmer than one where they're exchanging positions.

3. Ask what they're optimising for

Not everyone is optimising for price. Some sellers want speed, some want the product to survive, some want out before a specific date, some care that customers are treated well. A seller who wants a fast, clean exit will often take less for certainty — but only if you know to offer certainty.

4. Concede on structure, not on price

When you're apart on the number, the productive move is usually to change the shape rather than the total. A higher headline price paid partly over time can be worth more to a seller and cost you less in cash — and it moves the conversation from a contest to a design problem.

5. Be willing to walk, quietly

The strongest position in any negotiation is a genuine alternative. If you've seen forty listings you have one; if you've seen four you don't, and the seller will feel it. Never announce that you're prepared to walk — just be prepared to, and let that show up as patience.

What to do when it stalls

  1. Name the gap explicitly. "We're $18,000 apart" beats another round of positioning.

  2. Ask what would need to be true for their number to work for you. Sometimes it's an earnout, sometimes it's a warranty, sometimes it's information.

  3. Offer to split the difference once, and mean it. Splitting twice teaches them to wait.

  4. If it's still stuck, say thank you and leave the door open. A surprising number of deals close six weeks later.

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