Two offers at the same headline price can be worth very different amounts. The difference is in the structure.
When a deal is discussed, the first question is almost always the price. It's the number owners remember and the one buyers lead with. But two offers at the same headline number can leave a seller in very different positions.
The difference is structure. How much is paid at completion and how much later. Whether part of the price depends on future performance. What the seller is warranting, for how long, and what happens if a claim is made. Whether the seller is expected to stay on, and on what terms.
An earn-out can bridge the gap between what a seller believes the business is worth and what a buyer is willing to risk. It can also become a source of dispute if the targets depend on decisions the seller no longer controls. Deferred payments are only as good as the buyer's ability and willingness to make them.
The same applies when raising capital. A higher valuation that comes with preference terms, board controls or ratchets can leave founders worse off than a lower valuation on clean terms.
My starting point on any engagement is to ask what the client actually needs from the outcome. Certainty? A clean exit? Continued involvement? Once that's clear, the structure follows, and the price becomes one of several terms to negotiate rather than the only one.
None of this means price doesn't matter. It means a good price on the wrong structure is often not a good deal.