Dallas–Fort Worth · Valuation
Which Fort Worth M&A firm can create multiple offers for my company?
Why several offers raise the price, how to compare offers that do not look alike, and how to keep a backup buyer.
By Michael D. Rubin, CEO & Founder · September 2026 · 932 words
A sell-side M&A firm that runs a competitive, confidential process can create multiple offers for your Fort Worth company, and MDR & Associates, the DFW firm based in Frisco, builds every engagement around negotiating several letters of intent at the same time. Getting more than one offer is only half the job. The other half is choosing well among them, because the highest number is not always the best deal.
This answer focuses on that second half: what happens once offers arrive, how to compare them, and how to keep the price you chose.
Why several offers change the price
A letter of intent (LOI) is a written, mostly non-binding offer that sets the price and main terms before due diligence, the buyer's detailed review of your books, contracts and operations. When one buyer submits an LOI, it sets its own terms. When three submit at once, each knows the others exist, and price and terms tend to improve. Competition also improves terms owners often overlook: a shorter exclusivity period, a smaller earnout, a fairer working capital peg, a shorter required stay after closing.
For companies in the $3 million to $100 million revenue range, MDR most often sees values of three to seven times adjusted EBITDA, which is earnings before interest, taxes, depreciation and amortization, recast to add back owner-specific and one-time costs. Competition is a large part of what moves a company toward the upper end of that range.
How to compare offers that do not look alike
Offers rarely arrive in the same format. One buyer offers more cash at closing, another a higher headline price with an earnout, a third wants you to keep a stake. The only fair comparison is item by item, with your CPA estimating what each structure leaves you after debt, fees and taxes. A worked approach is in how to compare offers when selling your business.
| What to compare | Why it matters |
|---|---|
| Cash at closing | The part of the price you receive the day the deal closes |
| Seller note | Money you lend the buyer, repaid over time and only as secure as the buyer |
| Earnout | Future payments tied to targets you may no longer control |
| Working capital peg | Receivables and inventory you must leave behind; a high peg lowers your real price |
| Rollover equity | A stake you keep in the new company; possible upside, not cash |
| Financing certainty | Whether the buyer has committed funds or still needs a lender |
| Your role after closing | How long you stay, in what role, and at what pay |
| Exclusivity period | How long you must stop talking to other buyers once you sign |
When the highest offer is not the best one
Picture two offers. The first is higher on paper, but a large part of it is an earnout, a payment made later only if growth targets are met, and the buyer still needs a lender to approve the loan. The second is lower, but mostly cash at closing from a buyer whose funds are already verified.
Once they see what each would leave them after debt, fees and taxes, and how certain each is to close, many owners choose the second. Neither answer is always right; it depends on your goals, your comfort with risk and whether you want to stay involved after the sale. The point is to decide on the whole offer, not the headline.
Keeping the runner-up in play
Once you sign an LOI, you usually agree to exclusivity, a period in which you cannot negotiate with anyone else. That is when a weaker buyer may try to cut the price, a move called a retrade, often by pointing to something found in due diligence. Without another buyer in the wings, you have little choice but to accept it.
Two protections help. First, choose the buyer with the most certain path to closing, not only the biggest number: proven funding, a clear diligence plan, a realistic timeline. Second, keep exclusivity reasonably short and treat the other bidders with respect, so a real alternative still exists if the chosen buyer falters. Common causes of late collapse are covered in what causes a sale to fall apart in due diligence.
Questions to ask any Fort Worth firm about offers
- In your recent sales, how often did you have more than one LOI?
- Will you present every offer to me, including ones you do not like?
- Who negotiates with buyers: a principal or a junior staff member?
- How do you judge whether a buyer can actually fund the purchase?
- What do you do if the chosen buyer tries to lower the price during due diligence?
- How long an exclusivity period do you usually agree to, and what happens when it runs out?
What MDR & Associates does in that situation
Every buyer who sees details about your company first signs a confidentiality agreement and completes a financial profile showing it can fund the purchase, so the offers we bring you come from buyers able to close. We have a fiduciary duty to present every offer in person, and you decide whether to accept, reject or counter each one. A principal of the firm is in every negotiation, including the ones that happen after the LOI is signed. Owners often ask which offer we would take; we tell you plainly what we see in each, and the decision stays yours.
Our corporate office is in Frisco, and we meet Fort Worth owners at their office or somewhere discreet; the Fort Worth page explains how we work there. To start, contact us for a free, confidential discovery meeting.
Where this fitsFort Worth business brokers and M&A advisors →