3-step process to differentiate as a buyer:
1) Map all the factors that are important for the seller (e.g., 2nd bite, hold period, employee retention, brand reinvestment, mgmt. solution). Score each factor on how important you think it is for the seller (1-10).
2) Pinpoint objectively how you score (1-10) as a solution to each of the factors in step 1.
3) From step 2, identify your strongpoints, which become the backbone as you present your unique seller proposition to the seller/intermediary, and strengthen the weaknesses (e.g., find an operating partner / board member who elevates your score, restructure the deal).