Buyers know that a limited supply of desirable targets, availability of cheap financing and lots of dry powder has made auctions competitive and resulted in high valuations. So the question private equity buyers are asking is: How are other bidders distinguishing their bids from mine? And how can I distinguish my bid from theirs? Deal professionals know that a buyer that agrees to a tighter purchase agreement with less risk to the seller — both in terms of execution risk and post-closing risk — has an advantage. This article looks at how the market is evolving in the private company context so that private equity buyers know what they are up against and can decide what approach to take.