Whether you’re buying or selling a business in Tampa, the negotiation stage is where everything gets real. At this point, it’s no longer just about interest—it’s about commitment. But negotiating a business deal isn’t just about the number on the offer sheet. It’s about what’s behind it: the structure, the terms, the risks, and how likely it is to actually close.
At Murphy Business Sales Tampa, we’ve seen how smart, clear-headed negotiation can move a deal forward—and how the wrong approach can derail it completely. Here’s what you need to know to navigate M&A negotiation in Tampa without losing momentum (or money).
Start with the Structure: Asset or Stock Sale?
The very first thing most buyers and sellers need to agree on is how the deal will be structured: are you selling the assets of the business, or the entire company itself (stock/equity)?
Each option has major tax and legal implications. Buyers often prefer asset sales because they can choose what they’re acquiring and avoid taking on unknown liabilities. Sellers typically prefer stock sales because they can exit cleanly—and sometimes with better tax treatment.
There’s no one-size-fits-all answer. Your decision depends on your goals, your company’s setup, and who’s on the other side of the table. We cover both options in more depth on our mergers and acquisitions page.
The Offer Isn’t Just About the Price
That dollar figure on the first page of an offer? It’s important—but it’s not everything.
A $3 million offer might sound better than a $2.5 million offer—until you look at what’s tied to it. Is the buyer asking for a large portion of the payment to be delayed or contingent on future results? Is there a holdback? Are they asking you to stick around longer than you planned?
When you’re negotiating, you need to look at:
- How much is paid upfront
- Whether there’s an earn-out (more on that in a minute)
- What kind of support or training is expected post-sale
- What working capital will be left in the business
- Whether the offer includes a non-compete or seller financing
Negotiation is about the full picture, not just the headline price.
Contingencies: Smart Safeguard or Red Flag?
Almost every deal comes with a few contingencies—things that must happen before the buyer commits. Common ones include:
- Securing SBA financing
- Satisfactory due diligence
- Transfer of key contracts or leases
These are normal and fair. But when the list gets too long—or too vague—it’s a warning sign. A buyer who’s not ready or confident may try to leave the door wide open to walk away later.
As the seller, your job is to keep things clear and time-bound. You don’t want to be stuck in limbo for months while someone “figures things out.” That’s something we help clients manage every day through our M&A negotiation services in Tampa.
Earn-Outs: Useful Tool or Risky Gamble?
An earn-out is when part of the purchase price is paid only if the business hits certain targets after the sale—like revenue or profit goals.
It can be a useful way to bridge the gap if you and the buyer disagree on what the business is worth. But it also comes with risk. After all, you won’t be in control anymore. Even if the business performs well, you might not get paid if the goals aren’t clearly defined or tracked.
If you agree to an earn-out, make sure:
- The terms are specific and measurable
- You understand how performance will be tracked
- You’re not relying on someone else’s effort for your payout
We help clients write clean, fair earn-outs that protect both sides—and keep the deal on track. You can read more about how we approach them on our M&A overview.
Make Sure the Buyer Can Actually Close
Not every buyer is ready to buy. Some don’t have financing lined up. Others are still “shopping around.” Before you invest time and energy into negotiating, ask a few basic questions:
- Are they pre-approved for an SBA loan?
- Do they have proof of funds or investor backing?
- Are they asking for seller financing—and if so, how much?
If the buyer can’t clearly answer those questions, it may be too early to get serious.
Keep Your Leverage by Slowing Down
Founders sometimes feel like they need to jump on the first offer. But in most cases, slowing down gives you more power.
Being a little quiet after receiving an offer can prompt the buyer to sweeten the terms. Having other interested parties—even informally—can change the dynamic completely. You don’t need to play hardball, but you do need to know when to wait.
Get the Right Support Early
M&A deals involve dozens of moving parts, and the negotiation phase is where most things get complicated. You don’t have to figure it out on your own.
At Murphy Business Sales Tampa, we help business owners and buyers across the region navigate deal structure, negotiation, and closing with confidence. Whether you’re ready to sell now or planning for a few years down the road, our team can guide you at every step.
Visit our mergers and acquisitions page to see how we help you negotiate the deal that’s right for you.