Transactions between buyers and sellers of middle market businesses are often complicated. Driven by opposing motivations and interests, both parties want the most advantageous deal for their side. Sellers must be sure to consider every offer, especially offers that are less than the asking price of their business. A “lesser” offer in hand will not only encourage other prospective buyers to the table, but structured properly, may produce the equivalent or more after-tax proceeds for the sellers.

Consider an offer from a motivated buyer for the assets of a business at a purchase price less than its asking price. By converting this offer to a stock sale, a win-win scenario can be created for both parties, whereas:

  • Buyers maintain a reduced purchase price
  • Sellers avoid corporate-level taxes (C-Corp.)
  • Buyers reduce risk of losing contracts, copyrights, or patents
  • Sellers benefit from capital gains versus ordinary income tax rates
  • If personal goodwill, buyers may record an amortizable asset

Working with an experienced M&A Team, buyers and sellers will navigate the intricacies of a transaction seamlessly, maximize their value, and reduce the tax collector’s share of the deal.

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