Is this offer actually good?
Paste in the offer and see the effective value, term risk, buyer quality, and the specific points to push back on before you respond.
What you walk away with.
- A four-pillar score: Financial Value, Term Quality, Buyer Quality, and Affinity & Fit
- The effective price after discounting earnouts, escrow, rollover, and non-compete value
- The five terms in the LOI that move the number most - and the typical seller-favorable counter
- A red-flag check across reps and warranties, working capital, indemnity caps, and exclusivity
Four steps. Plain language.
- 01
Paste in the offer
Headline price, structure (cash / stock / rollover / earnout), key terms, and what you know about the buyer. Ten or so fields.
- 02
We score the four pillars
Financial Value, Term Quality, Buyer Quality, and Affinity & Fit. Each pillar contains 4–8 sub-factors with weights derived from how often each one bites sellers post-close.
- 03
We compute the effective price
Earnouts get probability-discounted, escrows get time-discounted, equity rollover gets risk-discounted. You see headline price versus effective price side by side.
- 04
You get a counter-strategy
The five highest-leverage terms to push back on, with the typical seller-friendly version of each. Print it, share it, take it to your lawyer.
The four-pillar framework.
Most offer "evaluations" stop at headline price versus valuation. That misses where deals actually break: the terms. Our framework scores both economics and structure, then shows which points change your real outcome.
Financial Value
Headline price, cash at close, equity rollover, earnout structure and probability, escrow size and duration, working-capital target, transaction expenses. Converts to a single effective-price number.
Term Quality
Reps and warranties scope, indemnity caps and baskets, survival period, non-compete radius and duration, exclusivity period, "no-shop" carve-outs, MAC clauses. The terms that decide what happens when things go sideways.
Buyer Quality
Type (strategic, financial, search fund), track record on prior acquisitions, treatment of acquired teams, capital source, time-to-close history. The fingerprint of the people who will own your business 12 months from now.
Affinity & Fit
Cultural alignment, strategic narrative, retention of the team and the brand, what your role looks like post-close. The factors that decide whether the deal actually closes and whether the earnout actually pays.
Common questions.
How is effective price different from headline price?
Headline price is what the press release says. Effective price is what hits your bank account after you adjust for: cash at close vs. deferred consideration, escrow holdback (typically 10–15% held back 12–24 months), earnout probability (most earnouts pay 30–60% of stated amount), equity rollover liquidity discount, and post-close working-capital true-ups. On a typical mid-market deal the gap is 15–25%.
What is a "good" score on each pillar?
Above 8 means the offer is genuinely strong on that pillar. 6–8 is workable and the typical area for counter-proposals. Below 6 is a flag that the seller is taking on disproportionate risk on that dimension. We tell you exactly which sub-factors dragged the score down, so a 6 with one fixable issue is very different from a 6 with five structural ones.
Does this work for LOIs, term sheets, and definitive agreements?
Yes, all three. The earlier in the negotiation you run it, the more leverage the output gives you - LOI stage is best, because that's when most material terms get locked in. Running it on a definitive after the LOI was signed still surfaces where to push, but the negotiation room is smaller.
Should I run this before or after I get my lawyer involved?
Before. The Offer Evaluator is meant to be the first read of an offer - fast, founder-friendly, and focused on the commercial substance. Your M&A lawyer will dig into the same terms with much more rigor, but you want to walk into that conversation knowing what to push on, not paying the lawyer to find it.
How do you compute earnout probability?
We use the structure of the earnout (revenue-based vs. EBITDA-based vs. milestone-based), the difficulty of the targets relative to your historical performance, the time horizon, the buyer's track record on prior earnouts (when known), and post-close control rights. Industry-wide, ~30–60% of earnout dollars actually pay out. The tool gives you a deal-specific probability, not a generic discount.
What if my offer has unusual structures (preferred stock, seller note, contingent value rights)?
The tool handles all common alternative structures and produces a discounted effective value for each. Truly bespoke instruments (CVRs tied to ongoing litigation, complex tax-driven structures) the tool will flag and tell you to model separately. The four-pillar score still applies.
Is the score really 1–10 or is it more nuanced?
Each pillar is scored on a 1–10 scale with sub-factor weights underneath, then aggregated into an overall offer quality score. The number is the headline. The reasoning underneath - which sub-factors moved the score and by how much - is what you actually negotiate with.
I do not have an offer yet. Should I still run this?
Yes - running it on a hypothetical or "expected" offer is a great way to pre-load yourself on what good terms look like before negotiations start. If you have not received an offer, the Valuation Report is the better starting point.
Know what the offer is really worth before you answer.
Effective price, term-by-term scoring, and the five points to push back on.
Evaluate Your Offer