Work with us. The Offer Review, from Cordis Group
The number in the letter matters. Whether you’ll actually get it matters more.
You spent years building it. The next few weeks decide how much of it you keep. The Offer Review is a fixed-fee, written read of a buyer’s letter, back in two to three business days.
Request your Offer Review See how it worksOr talk it through first: book a 30-minute call. Nobody is charged from this page.
From Ron’s articles in Forbes Business Council and Fast Company Executive Board.
The handshake was $14 million. The wire was $9.8 million.
Gene ran a mechanical-services company for 22 years. A buyer’s letter said $14 million, and he signed it that week, relieved. By closing, the wire said $9.8 million. Nothing in the letter was hidden. He read it as a price. The buyer wrote it as a starting point.
Gene is a composite of owners we have seen, not one client.
What getting it right feels like.
You sign knowing exactly what binds you and what doesn’t. Your crew hears nothing until you are ready. And the number at closing is the number you agreed to, or you knew in advance why it wasn’t.
Why the number isn’t the whole question.
The price is the first thing you look at, and it should be. But a letter of intent binds almost nothing on the buyer’s side. It binds you, to exclusivity and to confidentiality.
What happens to that number between signing and closing is decided by everything else on the page.
How a good number goes bad.
Say the letter says $10 million, double what you hoped for. You accept. Diligence runs 120 days, and your attention goes to data requests instead of the business. Word gets out. Your crew thinks you’re selling, and a competitor is calling your customers.
At day 120 the buyer comes back with $2 million, or nothing. With no other bidders and a business that slipped while you were distracted, you may never see $5 million again, let alone $10 million.
That isn’t rare. It is how lower-middle-market sales fall apart again and again.
lower-middle-market deals take at least one cut after the letter is signed.
(Cordis Institute, Working Paper 001; Ron is Head of Research)is what earnouts pay per negotiated dollar.
SRS AcquiomWhat we read.
Every term that decides whether the number survives.
- 1What’s binding and what isn’t
Exclusivity, confidentiality, and anything else that survives.
- 2Exclusivity
How long, what ends it, and what you give up while it runs.
- 3Diligence
What they’ll ask for, how long it runs, and who on your team gets pulled in.
- 4How the price is paid
Cash at close, earnout, seller note, rollover.
- 5Working capital
The target, who calculates it, and by what definition.
- 6Holdbacks and escrow
How much, for how long, and what releases it.
- 7Retrade openers
Language that lets the price move after you’re locked in.
- 8Your people and your customers
Who the buyer can contact, and when.
What you get.
A written read, built on what we’ve seen these terms turn into in practice.
- 1Would you actually get this price?
What in the letter lets it move, and what usually moves it.
- 2What’s standard and what isn’t
Which terms are normal for a deal like yours, and which ones to question.
- 3What each sentence means in practice
How this language tends to play out once diligence starts.
- 4The pitfalls, and what to do now
What you can prepare or change today, so the heavy lifting is done before you’re locked in.
- 5How to position your response
What to push back on, what to leave alone, and the questions to send back in writing.
What the review is not
- We haven’t run a competitive process for you or been through your financials, so we won’t tell you whether the price is the best you could get. That takes a full engagement.
- We aren’t your attorney. Your deal lawyer still reviews anything before you sign. We work alongside them, not instead of them.
What it is
- A clear read of what you’re entering into, and what comes next.
- Yours to keep. Hand it to your attorney, your CPA and anyone you trust.
How it works.
- Day oneMutual NDA
My office sends a simple mutual NDA, usually signed the same day by e-signature.
- Day oneA quick check
We confirm what you’ve signed with the buyer lets you show it to an outside advisor. Most agreements allow it, but it’s worth checking.
- Two to three business daysYour written read
You send the letter and anything signed alongside it. The written read comes back to you.
What we need from you: the letter, anything you’ve signed with the buyer, and 15 minutes of context. That’s it.
The moment you sign a letter of intent, exclusivity starts. Other buyers go away, and your leverage goes with them. The time to read it closely is before the signature.
Not ready to hire an advisor?
Most owners in your position aren’t, and many don’t need one. The Offer Review is one fixed fee for one decision, made with your eyes open.
If the review finds nothing worth renegotiating, the full fee credits to the MRI.
Ron Smith, CM&AA® · Founder and Managing Partner, Cordis Group · 15 years in family-business advisory · author of Buyer-Ready
You’ll know what comes next.
Moving forward with this buyer: we can carry the deal through diligence and closing, so the number in the letter survives.
Countering: support on the specific terms the review flagged.
Walking away: the Cordis MRI or a readiness program, so the next buyer meets a prepared company.
Start the Offer Review.
Tell us what’s in hand. We reply by email within one business day with the NDA and next steps.
Rather talk first? Book a 30-minute call with Ron.
The Offer Review is general business guidance from Cordis Group. It is not legal, tax or investment advice, and it is not an appraisal or valuation opinion. A deal attorney should review any agreement before you sign.