A buyer was proud that he negotiated the price down by $100,000.
Then he gave it all back in structure.
No working capital floor.
Weak transition support.
No inventory adjustment.
No seller note.
No meaningful indemnity.
No customer retention protection.
He won the visible negotiation and lost the invisible one.
That happens often.
Purchase price is emotionally satisfying because everyone can see it.
Structure is quieter.
But structure is where risk lives.
A $100,000 price reduction means very little if the buyer inherits a $150,000 working capital gap, loses key employees, or has to replace equipment immediately after closing.
Good dealmakers do not ask, “Did we lower the price?”
They ask, “Did we improve the risk-adjusted outcome?”
Those are not the same question.