Likelihood of Closing vs Highest Price
The best offer is the one most likely to actually close on terms you can live with, not the one with the biggest number on the cover page.
The Headline Number Is a Trap
Sellers instinctively rank offers by the top-line price. McDannell argues this is the wrong instinct: a high number attached to a fragile structure is worth less than a modest number that wires into your account. She frames competing offers as fundamentally non-comparable.
"Having multiple offers on the table is not like comparing apples to apples. It's more like comparing apples to carrots to candy bars."
McDannell, Get Acquired, ch. 6
Because the deal does not end at acceptance, the question is not "who offered the most?" but "who will still be there at the wire?" As McDannell puts it, the real test is not headline price but the probability of closing.
"The highest price offer is not necessarily the best one... it's about the best deal with the highest likelihood to close."
McDannell, Get Acquired, ch. 6
What Actually Drives the Odds
Likelihood of closing is a function of several factors that the cover price hides. McDannell weighs offers on the cash portion versus contingent components, the buyer's financing path (cash on hand versus an SBA loan that hinges on a fair-market appraisal), the size and terms of the earnest-money deposit, and how much risk the seller is being asked to carry through seller notes or earnouts.
Each of these shifts the odds. An offer leaning on an earnout or a large seller note pushes payment into the future and into the buyer's hands, where the seller no longer controls performance. An SBA-financed offer can collapse if the appraisal comes in low. A thin deposit signals a buyer who can walk cheaply. A clean, mostly-cash offer with a real deposit is more likely to survive due diligence intact, even at a lower headline number.
Fit Is Part of the Calculation
Both authors treat the buyer's identity as part of the decision, not a soft afterthought. McDannell notes that sellers sometimes accept less to place their "baby" in hands they trust, and that cultural fit correlates with a deal that actually finishes. Burlingham pushes this further: for him, being forced into a bad buyer is itself the worst outcome, regardless of price.
"No amount of money is enough if you're forced to sell to a buyer you don't like or trust and to do it when you don't want to—because you've run out of other options."
Burlingham, Finish Big, ch. 3
Burlingham also reframes what a buyer is purchasing in the first place. Since every acquirer is really buying expected future cash, the seller should ask whether this particular buyer can plausibly realize that cash, because a buyer who cannot is a buyer who will struggle to fund and close.
"Cash is king because it's the only thing you can spend. People buy businesses so that they'll eventually have more of it."
Burlingham, Finish Big, ch. 3
Why Closing Risk Compounds Over Time
The gap between acceptance and closing is where deals die. McDannell stresses that finding a buyer is the easy part.
"It's not finding the buyer that's the hardest part. It's from LOI to the date that money is wired into the account."
McDannell, Get Acquired, ch. 7
Every week between the LOI and the wire is a week in which financing can fall through, diligence can surface a problem, or the buyer can get cold feet. An offer with a higher probability of closing shortens that exposure. This is why a seller should treat structure, financing, and fit as the primary screen and the headline price as a secondary tiebreaker among offers that are actually likely to close.
Further Reading
Sources: McDannell, Get Acquired ch.6, ch.7; Burlingham, Finish Big ch.3.