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Weighing Offer Price Against Likelihood of Closing

A seller compares offers by expected net proceeds: what the seller receives if the sale closes, what the seller is left with if it fails, and the probability assigned to each. Closing probability is a judgment, so the facts behind it (funding source, availability of funds, open approvals) belong in a written record. The cleanest decision test is the break even probability, the closing odds at which the higher price stops paying for its added execution risk.

Expected proceeds: pricing the close and the failure

Headline price is the amount proposed for the asset, and it describes only one of two outcomes. Expected proceeds add the second outcome, so an offer is weighed on price and on the buyer’s likelihood of closing together.

The model has three inputs. Let p be the probability of closing, C the net proceeds if the sale closes, and F the net outcome if it fails. Expected proceeds equal p multiplied by C, plus one minus p multiplied by F.

F is usually zero or negative. A failed process can leave the seller with renewed marketing cost and carrying cost during the lost period, plus a property that has been on the market longer. Each of those needs a stated dollar basis, because the formula only weights numbers the seller supplies.

The value of the exercise is that it forces the same arithmetic onto every bid. A high price with a weak path to closing and a lower price with a firm one can then be read in the same units.

Tracing the buyer’s money from source to available funds

A funding claim carries weight once the seller knows where the money comes from and whether it is available now. A seller’s agent investigates the buyer’s funding source and availability and passes the relevant findings to the seller.

Source and availability are separate facts. A buyer can name an equity pool or a lender and still leave open whether the funds are on hand, committed or subject to approval.

For a debt funded bid, a preliminary quote, a credit approval and a committed loan sit at different stages of completion. Large listing brokerages sometimes supply internal debt quotes to narrow the uncertainty about whether a buyer can obtain financing and close. A quote shows that financing work has started, and it leaves every remaining loan condition open.

An all cash bid needs the same scrutiny. The record can state the funds available, any approvals still outstanding, and how those line up against the purchase obligation and the proposed closing sequence.

Putting every offer on one written comparison

Offers can be communicated to the seller promptly and in writing, with enough information to judge their relative strengths and weaknesses. That standard gives the seller a record in which price, costs, funding facts and conditions sit side by side.

One page per offer is enough: price, seller transaction costs, funding source, open approvals, and the buyer’s stated path to closing. A high price with unresolved financing then reads differently from a lower price backed by funds on hand.

Part of the broker’s value is evaluating incoming offers and judging which buyers are credible and suited to the asset. The written record keeps buyer-supplied facts apart from the seller’s own judgment about execution, and it shows exactly which fact moved a probability estimate.

Break even probability as the decision test

The break even probability is the closing probability at which the higher priced offer’s expected proceeds equal the alternative’s. Above that level the higher bid wins on the model. Below it, the lower bid wins.

Setting the higher offer’s expected proceeds equal to the alternative’s and solving gives a simple ratio. The alternative’s expected proceeds minus the higher offer’s failure outcome, divided by the higher offer’s closing proceeds minus its failure outcome.

The result is a threshold and carries no forecast. It converts a vague worry about a stretched bidder into a specific test: the documented facts on file either support odds above that line or they do not.

Two features move the threshold. A larger price gap lowers it, since the premium cushions more failure risk. A more costly failure raises it for a given alternative, since each lost closing hurts more.

Worked example: a $10,000,000 bid against a $9,600,000 bid

This hypothetical uses one asset, the same $200,000 of seller transaction costs on each offer, and a $200,000 cost the seller assigns to a failed process (renewed marketing and carry). Offer A is $10,000,000 with a 70 percent closing probability. Offer B is $9,600,000 with a 90 percent probability. All figures are illustrative assumptions.

Offer A nets $9,800,000 if it closes ($10,000,000 minus $200,000). Its failure outcome is minus $200,000. The closing branch contributes $6,860,000 ($9,800,000 multiplied by 70 percent). The failure branch carries a 30 percent probability (100 minus 70) and contributes minus $60,000 (minus $200,000 multiplied by 30 percent). Expected proceeds are $6,800,000.

Offer B nets $9,400,000 if it closes ($9,600,000 minus $200,000). Its failure outcome is also minus $200,000. The closing branch contributes $8,460,000 ($9,400,000 multiplied by 90 percent). The failure branch carries a 10 percent probability (100 minus 90) and contributes minus $20,000. Expected proceeds are $8,440,000.

In the base case Offer B is ahead by $1,640,000 ($8,440,000 minus $6,800,000), despite the lower price.

The break even for Offer A against Offer B is ($8,440,000 plus $200,000) divided by ($9,800,000 plus $200,000), which is 86.4 percent. Offer A’s 70 percent sits below that line.

Stress case: the buyer behind Offer A delivers funding documents that move the seller’s estimate to 90 percent, with every other input unchanged. Offer A’s closing branch becomes $8,820,000 ($9,800,000 multiplied by 90 percent). Its failure branch is minus $20,000 (minus $200,000 multiplied by a 10 percent failure probability). Expected proceeds are $8,800,000.

Offer A is now ahead by $360,000 ($8,800,000 minus $8,440,000). Moving from 70 to 90 percent crossed the 86.4 percent threshold, and that crossing reversed the ranking. The facts that justify such a move are the ones worth collecting.

Mistakes in weighing price against closing odds

Treating headline price as expected proceeds skips the probability weighting entirely. A bid is worth its closing proceeds only in the branch where it closes, and the arithmetic needs the failure branch on the same basis.

Mixing cost definitions distorts the ranking. If one offer is shown before seller costs and another after, the gap between them is wrong before any probability enters. Both closing outcomes need one cost definition, and both failure outcomes need the same assumed process cost and period.

Assigning a closing probability with no recorded factual basis produces false precision. Funding source and availability are facts the seller can document, while the probability stays a seller-side judgment that the record should tie back to those facts.

Reading an internal debt quote as a financing commitment collapses distinct stages. A quote can reduce uncertainty about whether financing is obtainable, yet availability and remaining loan conditions still have to be examined.

Leaving the comparison stale after facts change weakens the record. When the underlying information about the asset or the offers changes, the revised information needs to reach the interested parties, and the comparison needs the same update.

Questions for an offer comparison checklist

What is the net amount payable to the seller if this offer closes? A single cost definition keeps headline prices comparable.

What is the buyer’s stated funding source? The answer names the financing path that needs verifying.

What documents show those funds are available? Source and availability are separate facts and each gets its own line in the record.

Which financing approvals or conditions remain open? Remaining steps inform the execution assessment without standing in for a probability.

What proceeds and costs follow if the transaction does not close? A stated failure outcome makes the expected proceeds calculation checkable.

What closing probability is assigned, and which facts support it? The estimate is a judgment, and its basis belongs beside it.

At what probability does the higher priced offer overtake the alternative? The break even figure shows which uncertainty can change the ranking.

Has each offer and each material change reached the seller in writing, with its relative strengths and weaknesses? Written communication keeps the comparison current.

Sources
  • How real estate investing works with Moses Kagan, Complex Systems podcast (link)
  • October UK Commercial Real Estate Agency 1st Edition, RICS (link)
  • Maximizing Outcomes: Disposition, Adventures in CRE (link)

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