What happens when the seller counters my offer on a business?

A counter is not the end of the talks. It means the seller wants to change at least one term before agreeing. What you do next is a negotiating decision, and a lawyer should look at anything you sign. The steps below are about reading the counter, not about whether to accept it.

Read what actually changed

Compare the counter to your offer line by line. Price is the obvious change, but look as well at how the price is paid, which assets or shares are included, the closing date and any conditions. BDC’s guidance for sellers says negotiation at the letter-of-intent stage focuses on the headline price range, the general deal structure (such as asset or share sale) and the framework for due diligence. Ask your lawyer and accountant what any change in structure means for you, not only any change in price.

Test it against your financing

BDC advises buyers entering negotiations to be clear about how much capital they can put toward the purchase, how much equity partners can contribute and what terms the bank can offer, so that they avoid negotiating a deal they cannot finance. A counter that raises the price or shortens the closing date may change what you need from your lender. Ask the lender before you answer.

Decide how to reply, and put it in writing

You can accept, counter again or end the talks. Whatever you choose, answer in writing and say which terms you accept and which you do not. Ask your lawyer whether your earlier offer stays open while the seller’s counter is on the table, and whether your reply has a deadline.

Remember that terms can still move later

BDC says that a letter of intent is not a binding offer, though it anchors the transaction terms to some degree. A price agreed at this stage can still shift once you see the records. BDC’s guidance for sellers notes that significant price adjustments typically occur during the buyer’s due diligence, when findings can lead to price changes or to adjusted deal terms such as holdbacks. So treat an accepted counter as a starting point and keep your verification plan.