Negotiation Tips for Off-Market Transactions

Off-market business sales can offer unique advantages for both buyers and sellers: privacy, reduced competition, and the ability to structure a bespoke deal. But without the visibility of the open market, negotiations take on an even greater importance. How you approach them can be the difference between securing a fair deal — or walking away empty-handed.

Build trust from the outset

In off-market deals, relationships drive results. With fewer competing bidders, the focus shifts to creating confidence between buyer and seller. Clear communication, transparency where appropriate, and respecting confidentiality all help lay the groundwork for productive negotiations.

Do your homework

Preparation is key. Buyers should conduct thorough research into the business, sector, and comparable valuations. Sellers should anticipate tough questions around performance, contracts, and future prospects. The better prepared you are, the stronger your position at the table.

Focus on value, not just price

Negotiation is rarely just about headline price. Off-market transactions often involve creative deal structures, such as:

• Earn-outs based on future performance

• Deferred consideration or staged payments

• Retained shares or equity rollovers

• Strategic partnerships or ongoing involvement of the seller

Flexibility around structure can unlock a deal that works for both parties.

Control the pace

Unlike auction-style sales, off-market deals can move at the speed the parties agree. But beware: moving too slowly risks losing momentum, while moving too quickly can lead to mistakes. Setting a realistic timeline — and sticking to it — keeps negotiations on track.

Use advisers wisely

While off-market deals are often more discreet, this doesn’t mean going it alone. Experienced advisers help with valuations, structuring, due diligence, and deal negotiation. They can also act as a buffer, preserving goodwill between buyer and seller while pushing the deal forward.

Next steps

Successful off-market negotiations require a balance of preparation, creativity, and trust. By focusing on value, controlling the pace, and involving the right advisers, both buyers and sellers can achieve a fair outcome while keeping the process confidential.

If you are exploring an off-market sale or acquisition, Offsell can connect you with opportunities and help you manage the negotiation process. Contact us to start your journey today.