Defending Your Asking Price

By Michael D. Rubin, CEO & Founder · Updated September 2026 · 752 words

You defend an asking price with evidence, not insistence: a clear story of the business, recast earnings a buyer can verify line by line, a deal a buyer can actually finance, and other buyers interested at the same time. A price without that support gets negotiated down; a price with it tends to hold.

The work starts before the first buyer sees anything and continues through due diligence, when the price is tested a second time against the documents. Preparation is the defense; negotiation is where it gets used.

Tell the story behind the numbers

Buyers want to know how the company got here and where it can go: how it was founded, why customers choose it, what has driven growth, who runs it day to day and why you are selling now. A credible reason for selling, such as retirement, removes a worry every buyer has. A growth story backed by specific opportunities, such as an underserved region, a service customers keep asking for, or capacity already in place, gives them a reason to pay for the future.

Practice telling it. You will meet serious buyers in person, and how you answer their questions about value, calmly and with specifics, is part of the defense. Keep it consistent: the story you tell in meetings should match the written materials and the numbers exactly.

Put it in writing

Your advisor prepares written materials that carry the story and the numbers to every qualified buyer in the same form. At the center is a confidential information memorandum, a detailed description of the company, and a financial recast that walks from reported profit to adjusted earnings with each add-back explained. These are built at step three of the sale process, and MDR & Associates adds a professionally produced HD marketing video so buyers see the operation and its people before they visit. Our article on what goes in a confidential information memorandum covers the contents.

Every figure should tie back to tax returns and bank statements. A number a buyer cannot verify is a number they will discount, and one discovered to be wrong in diligence undermines every other number in the package.

See the deal through the buyer's eyes

A price only holds if the buyer can make the deal work. Two questions decide it, and a good marketing package answers both before the buyer has to ask:

• Can they run it? The buyer has to see how they will own and operate the company, with a management team and systems that do not depend on you.
• Can they pay for it? Most buyers borrow. If the earnings left after a fair salary for the operator do not comfortably cover the loan payments, the lender will not approve your price, however well it is argued.

Where seller financing fits

Offering a seller note for part of the price can help defend the rest of it. It reduces what the buyer must borrow, shows your confidence in the business and can shorten the wait for a bank's approval. It can also let you hold the headline price while giving the buyer the cash-flow room a lender wants to see. The trade-off is that part of your money arrives later and carries some risk, so the terms and security need careful drafting. Our business financing page explains the common structures and how lenders view them.

When buyers push back

They will. Expect challenges to add-backs, questions about customer concentration and arguments that the multiple is too high. Answer with documents, not emotion. Where a buyer raises a real issue, consider whether a structural fix, such as part of the price in an earnout or an escrow, protects the value better than a straight cut. Keep a list of the questions buyers ask; if the same one comes up repeatedly, answer it in the materials.

The strongest defense is competition. A buyer who knows others are bidding is less likely to push hard, and far less likely to try to lower the price during due diligence. Establishing and justifying the price is where the process starts, not where it ends.

How MDR & Associates defends the price

We build the story, the recast and a professionally produced HD marketing video, take the company to qualified buyers at the same time, negotiate multiple letters of intent and present every offer to you in person. A principal of the firm is in every negotiation. To see what price your numbers support today, start with the free valuation snapshot.

Where this fitsBusiness valuation in Texas →

Questions owners ask next

Should I lower my price if the first buyers push back?

Not straight away. Find out what they are objecting to. If several qualified buyers raise the same concern, it is market feedback worth acting on, whether by adjusting the price, the structure or the presentation. If one buyer is simply negotiating, other interested buyers are the best answer.

Do I have to offer seller financing?

No, but it often helps. A modest seller note can make a price financeable, widen the pool of buyers and show confidence in the company. The trade-off is that part of your money arrives later and carries some risk, so the terms and security need careful drafting by your attorney.