Competing Buyers: How to Win in Today’s M&A Market
- Dr Allen Nazeri DDS MBA
- Sep 6
- 4 min read
In today’s M&A landscape, more money is chasing fewer quality businesses. For competing buyers, this means standing out is no longer optional, it’s essential. Submitting a standard LOI filled with legal terms doesn’t differentiate you from dozens of other offers. Sellers, particularly founder-led businesses, care just as much about their legacy, employees, and customers as they do about price.
At PRIME exits®, we’ve seen firsthand that the buyers who consistently win aren’t always the ones paying the most. They’re the ones who build trust, show vision, and connect emotionally with sellers.
Competing Buyers Must Go Beyond the LOI
Yes, you need a well-drafted LOI. But successful competing buyers go further. They prepare a short, seller-friendly presentation deck that tells a story: who they are, what their vision is, and how the seller’s company will thrive after the transaction.
This approach humanizes the offer, making it more than just numbers and legal language.
What Competing Buyers Should Include
An effective presentation deck for competing buyers includes:
Cover page with Buyer/Seller logos and transaction title
Who We Are (track record, investment thesis, growth philosophy)
Meet the Team (introducing real decision-makers)
Proposed Deal Structure (with seller outcomes)
Vision for the Future (growth roadmap)
Exclusivity (timeline and rationale)
Buying Process (advisors, diligence timeline, Gantt chart)
Transition Plan (first 120 days)
Case Study: Competing Buyers in Behavioral Health M&A
Here’s how competing buyers can differentiate in a behavioral health deal:
Valuation: $48M (8X EBITDA)
Structure: 20% retained equity + 20% earn-out
For the seller, this translates to:
$38.4M upfront
$9.6M earn-out
$56M retained equity value (at 14X exit)
Total Seller Proceeds = $104M vs. $48M asking price.
This reframes the offer from a mere sale into a wealth-building partnership.
Vision for Competing Buyers
Competing buyers must demonstrate where they’ll take the business:
Geographic Focus: Midwest & Southeast U.S.
Target Acquisitions: $15M–$50M revenue, $3M–$10M EBITDA
Rationale: Create a scalable platform with stronger referrals and payer leverage
Seller’s Role: Continue as advisor, enhancing credibility with roll-up targets
Competing Buyers and Process Credibility
To stand out, competing buyers must also prove they are credible and prepared. Include logos of your Quality of Earnings and Legal Counsel advisors, and show a clear timeline:
Weeks 1–2: NDA & kickoff
Weeks 3–6: QofE & diligence
Weeks 6–8: Legal review & draft PSA
Weeks 8–10: Financing approvals
Weeks 10–12: Wire funds & close
A professional roadmap reassures sellers you won’t waste their time.
Competing Buyers Win With Transition Planning
Sellers want certainty about what happens post-closing. A 120-day transition plan gives confidence:
Day 1–30: Staff announcements, leadership introductions, no layoffs
Day 31–60: Seller advisory role, HR & compliance integration
Day 61–90: New recruitment, branding refresh, referral expansion
Day 91–120: Operational audit, payer renegotiations, 120-day review
This level of detail demonstrates competence and empathy.
Execution: How Competing Buyers Win Deals
The two-step execution plan is simple:
Present the deck in a 30–45 minute meeting with the seller.
Immediately follow with the LOI while momentum is high.
Key Principles for Competing Buyers
Empathy Over Ego – Address legacy, not just numbers.
Clarity Over Complexity – Translate structures into outcomes.
Speed Over Hesitation – Keep the deal moving.
Vision Over Price – Show sellers how their wealth grows over time.
Conclusion
In crowded processes, competing buyers need more than a high price. They need trust, vision, and execution clarity. By creating a seller-focused presentation, showcasing advisors, and presenting a clear transition plan, you transform from just another bidder into the buyer sellers choose.
At PRIME exits®, we help buyers and sellers navigate this competitive landscape with strategies that consistently close deals.
Dr. Allen Nazeri, aka "Dr. Allen," boasts over 30 years of global experience as a healthcare entrepreneur. He is the Managing Director at American Healthcare Capital and Managing Partner at PRIME exits. Dr. Allen provides strategic growth consulting to leadership teams of both privately held and publicly listed companies, ensuring their preparedness for successful exits.
As an M&A advisor with over a decade of hands-on experience in deal-making, I’ve seen a lot. Deals stall. Offers get withdrawn. Valuations shift. But one of the most common, and underestimated reasons a sale can fall apart is partnership misalignment on the sell-side. Whether it's co-founders, silent partners, or family members with equity stakes, when there's a disconnect in vision, values, or urgency, deals can unravel quickly.
He holds a Dental Degree from Creighton University and an MBA in M&A and Investment Banking from the University of Bedfordshire. Dr. Allen is the author of "Value Engineering: Strategies to 10X the Value of Your Clinic and Dominate the Market!" and the brand new book "Selling Your Healthcare Company at a Premium". Dr. Allen offers a free valuation to business owners ready for a partial or complete exit strategy. Dr. Allen collaborates with strategic buyers, private equity firms, and institutional investors, taking direct accountability for the annual successful sell-side representation of nearly $750M in enterprise value.
To have a confidential discussion about your company and receive a free valuation, please email Allen@ahcteam.com or Allen@ahcpexits.com
You can now communicate with Dr. Allen's clone https://www.delphi.ai/drallen
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