Selling Your Business? 6 Smart Tactics to Raise the Price in a Tough Market

Entrepreneur

12-05-2025

Opinions expressed by Entrepreneur contributors are their own.
You're reading Entrepreneur United Kingdom, an international franchise of Entrepreneur Media.
According to the "UK Public M&A Update Q1 2025" report by Ashurst, "Given the significant headwinds going into Q2, we expect bidders will hold off on larger investments until there is greater clarity." In the U.S., Dealogic reported a 13% decline in M&A activity in Q1 alone, as investors react to trade tensions and growing geopolitical instability. Goldman Sachs CEO David Solomon warned recently that Trump's new tariffs are forcing CEOs "to tighten their belts," further dampening corporate appetite for risk.
As a startup investor, I've been approached by multiple founders, especially in the past two months, looking for guidance on how to sell their companies at a fair price without sacrificing the value they've built. This article provides tips on how to maximize your exit value once a potential buyer is already interested in your company. Drawing on risk mitigation principles from Zero Risk Startup, here are six powerful strategies founders are using or can use in 2025 to increase their exit value, structure smarter deals, get faster decisions from buyers, and walk away with more.
1. Structure Performance-Based Upside
Earn-outs aren't just a safety net for cautious buyers anymore-they're turning into a strategic tool for raising the sale price. Rather than turning down a lower upfront offer, savvy founders are increasingly structuring deals that incorporate earn-outs tied to clear, measurable performance benchmarks, like revenue (my top pick), EBITDA, or customer retention. Avoid using EBITDA as the primary metric if there's a risk the buyer may add overhead costs like corporate marketing fees. The earn-out should be transparent, realistic, and time-limited (typically 12-36 months). When structured well, it closes valuation gaps and increases total deal value.
2. Accept Buyer Shares-With a Minimum Guaranteed Price (Floor)
If the buyer is a publicly listed company with liquidity, consider accepting a portion of the payment in shares-but with a six-month price floor. This structure gives the buyer more financial flexibility while allowing you to share in post- acquisition the upside of the shares price. The floor protects against downside risk if the stock drops after closing. In many cases, this approach speeds the closing of the deals and can increase the exit value by 10-20% without exposing you to more risk.
3. Use a Split-Off to Keep Real Estate (or Other Tangible Assets)
If your business owns real estate, don't include it in the deal by default. Many entrepreneurs are now separating (or "splitting off") the property and leasing it back to the buyer through a long-term agreement. This significantly reduces the buyer's capital needs while letting you retain an appreciating, income generating asset that can be separately sold afterwards to professional real estate buyers at higher value. As described in Zero Risk Startup, this strategy is one of the most underused ways to preserve founder wealth while facilitating a transaction.
4. Offer Deferred Payment-with a Bank Guarantee
Buyers facing tight liquidity may not want to bid with a high value, so you may suggest to structure payment over four to six years if the buyer is able to provide a first-tier bank guarantee. While that may sound risky, it doesn't mean you need to wait to get paid. If the deferred payment is secured by a first-tier bank guarantee, you can present it to your bank and receive the full amount upfront less small bank fees. This arrangement gives the buyer time to generate revenue or secure a long-term loan, while you enjoy immediate and secure access to your funds.
5. Present a De-Risked Transition Plan
Perceived post-acquisition risk is a major reason why buyers lower their offers. The solution? Reduce that risk before negotiations start. Prepare a clear 100-day transition plan, including:
- Retention agreements for key employees
- Extending existing customer contracts
- Tech handover documentation
- Optional advisory support from the founder
You should also invest in a Vendor Due Diligence (VDD) report. This independent audit of your business, shared with buyers in advance, builds trust and removes friction. It lowers buyer costs and speeds up decisions-often leading to a stronger price.
6. Capture Excess Working Capital After the Sale (Pre-Closing Invoice Carve-Out)
This little-known clause can significantly boost your take-home value. It allows you, the seller, to retain the excess of cash in the company upon closing plus the cash that will be collected from pre-closing customer invoices, even if they're paid after the sale-typically within 6-12 months. These amounts are offset against supplier invoices issued or accrued before closing. In one transaction I was part of, this clause increased the sellers' net proceeds by 27%. It's a powerful and clean way to monetize short-term cash flow without requiring the buyer to inject additional working capital at closing.
Final Thought: Risk Is the Enemy of Price-So Eliminate It
In today's market, uncertainty is the norm. But that doesn't mean you have to accept less. It means you need to negotiate smarter. Each of these strategies is about mitigating perceived risk, creating flexibility, and reframing value-all without changing the fundamentals of your business. As Zero Risk Startup emphasizes, reducing risk isn't just a defensive move-it's one of the most effective ways to unlock higher value during a sale. If you have potential buyers lined up or have received an acquisition offer, now is the time to adopt an investor's mindset. Minimize risk, maximize your exit.