The headline price is rarely what you keep
How much is paid on closing day, what happens to working capital, and which clauses let the buyer change the price decide the result. Most owners do not lose the deal; they lose part of the price in the last two weeks.
First 48 hours
Hour-by-hour plan after an unsolicited offer, the five things never to do, and questions to ask the buyer.
The 7 buyer checks
What the buyer's accountant reviews, a self-score, and the proof to gather before anyone asks.
Letter of intent: 5 lines
Exclusivity, price and payment, working capital, conditions and what binds you, with questions to ask.
Offer teardown
A fictional sample offer with eight traps explained, plus a worksheet for your own offer.
Scorecard and next steps
A one-page offer scorecard and your will-not-accept list.
What you get
A working document you print and write on. About 90 minutes to complete the first time.
- 7-page printable PDF with checkboxes, tables and worksheets
- Hour-by-hour plan for the first 48 hours after an offer
- Self-scoring review of the seven things a buyer checks before paying
- Letter of intent guide to five lines that cost owners money
- Offer teardown of a fictional sample, plus a worksheet for your own offer
- Instant download after checkout, with a link emailed to you
Who it is for
Owners of small and mid-sized Canadian businesses who have had an approach from a buyer, are thinking of selling in the next few years, or want to know what a buyer checks before writing the cheque.
It helps you
- Slow a first call down without sounding evasive
- Prepare your numbers and documents for the buyer's review
- Read a letter of intent line by line
- Spot the clauses that let a price change after you agree
For more help, see
- Seller's Toolkit for add-backs and value at risk
- QoE Readiness Workbook to prepare for diligence
- Business Valuation Estimate for a value range
- Free Capital Readiness Score for a two-minute check
Questions
Is this legal, tax or accounting advice?
No. It is general education about common sale terms in Canada. Terms differ by deal and province, so have a lawyer who handles business sales and your accountant read anything before you sign.
Does it tell me what my business is worth?
No. It is not a valuation. It helps you prepare for the buyer's review and read an offer. For a data-driven range, see the Business Valuation Estimate, or start with the free Capital Readiness Score.
I just got an unsolicited offer. Where do I start?
Start with Part 1, the first 48 hours. It tells you what to say on the first call, who to tell, and the five things never to do. Our free guide, Unsolicited Offer: First 48 Hours, covers the same ground in more detail.
How do I receive it?
Right after payment you are taken to a download page and the link is also emailed to you. Stripe emails your receipt. The PDF opens on any computer and prints cleanly.
Can I get a refund?
Because it is an instantly delivered digital file, purchases are not refundable. If the file does not open, email intake@xitocapital.com and we will help.
Can I share the checklist with my partner or advisor?
The checklist is licensed for your own use. Each copy is stamped with the buyer's name, email, order number and date, and the download link expires after 7 days or 5 downloads. Please do not share or resell the file.
Want a second set of eyes on your offer?
Take the free two-minute Capital Readiness Score, or book a 30-minute call to talk through your situation.
Free Capital Readiness ScoreThe Seller's Offer Checklist is general education about common sale terms in Canada. It is not legal, tax, accounting or valuation advice and does not describe your specific documents. Terms differ by deal and by province. Xito Capital Partners does not guarantee any sale outcome or price. The sample offer is fictional. Have a lawyer who handles business sales and your accountant review any letter of intent or agreement before you sign.