Insights

You got an unsolicited offer for your business. Now what?

It arrives as a letter, a LinkedIn message, or a call that gets past your front desk. Someone says they have been following your company, they are acquiring businesses like yours, and they would love to talk. If you own a healthy business in North Texas, this has probably already happened to you, likely more than once.

Here is what most owners do not realize: how you respond in the first two weeks determines whether that interest turns into a premium exit or a below-market deal negotiated on the buyer's terms. The offer itself is rarely the problem. Answering it alone is.

Who is actually reaching out, and why

Not all inbound interest is equal, and a surprising amount of it is not really an offer at all.

Private equity firms and their business development teams send thousands of these letters. Their model depends on finding "proprietary deals," which is industry language for buying a company that is not talking to anyone else. Search funds and independent sponsors do the same thing with smaller budgets. Strategic acquirers and consolidators target specific industries and zip codes. And a meaningful share of "buyer" outreach comes from brokers fishing for sell-side listings, with no buyer behind the letter at all.

None of this means the interest is fake. It means the letter is a prospecting tool, not a valuation. The sender has usually never seen your financials. They are not offering you a price. They are offering you a conversation, on their terms, with no one else in the room.

Why the first number is almost always low

When a buyer sources a deal directly, they expect a discount, and the math explains why. In a competitive sale process, multiple buyers bid against each other and the price gets pushed toward the top of the range. In a one-on-one negotiation, there is no second bidder, so there is nothing pushing the number up. Buyers know this. Proprietary deals are prized precisely because they close below what a process would produce.

The first number you hear is an anchor, not an appraisal. It is designed to frame every later conversation. If they open at a figure that sounds life-changing and you engage on it, you have started negotiating down from their number instead of up from your business's real value. Owners who have never seen a market valuation of their own company are the easiest to anchor, because they have no baseline to compare against.

There is also a quieter cost. Every month you spend negotiating exclusively with one inbound buyer is a month your leverage shrinks. You share more information, they slow down, and the deal drifts toward their terms because you have no alternative at the table.

What to do in the first two weeks

You do not need to hire anyone or make any decision to handle the first contact well. You need to avoid a few unforced errors.

• Do respond. Ignoring serious inbound interest wastes a real signal that your business is attractive. A short, professional reply keeps the door open without committing you to anything.
• Do not send financials. No tax returns, no P&L, no revenue figure in an email. Information is your only leverage this early, and it only moves after a signed NDA, and even then in stages.
• Do not name a price. If they ask what you would take, the honest answer is that you have not run a process and do not know what the market would pay. That is not evasive. It is true, and it keeps the anchor out of the water.
• Do not sign anything, especially a letter of intent with an exclusivity clause. Exclusivity ends your ability to talk to other buyers, which is exactly why an unsolicited buyer wants it signed early.
• Do vet the sender. Ask what they have acquired, how those deals were funded, and whether they are the actual buyer or an intermediary. Real acquirers answer these questions comfortably. Fishers get vague.

Turning one buyer into several

Here is the reframe that changes the economics: an unsolicited offer is not a deal, it is a data point. It tells you buyers are actively looking at businesses like yours, right now. The way to capture that value is not to negotiate harder with the one buyer who called. It is to find out who else would bid.

That is what a sell-side process is for. A structured process takes the same buyer who sent the letter and puts them in a room, figuratively, with the strategics, private equity groups, and family offices who never sent one. The original buyer is welcome to participate. They just have to win, and buyers who have to win pay more than buyers who assume they are alone. It is common for the inbound buyer's "best and final" in a process to land meaningfully above their original approach, and it is just as common for a buyer nobody expected to beat them.

The DFW market makes this math stronger. Dallas and the surrounding metro are among the most heavily targeted regions in the country for acquisition outreach, because the buyer universe here is deep: corporate acquirers, PE platforms doing roll-ups, and funded searchers all hunting in the same territory. If one of them found you, others would too. A broker who works the Dallas market can usually tell you within a conversation whether the party who contacted you is a known acquirer and who the competing bidders would likely be.

If you were not planning to sell yet

An unsolicited offer does not obligate you to sell, and "not yet" is often the highest-value answer. If the business has another strong year or two of growth in it, or if there are fixable issues like customer concentration or messy financials, the letter is best treated as a starting gun for preparation rather than a deal. Get a baseline valuation, understand what buyers in your industry are paying and why, and fix what discounts the price before anyone sees the books. When you do go to market, you will do it with clean numbers, a full buyer list, and leverage, instead of reacting to someone else's timeline.

If a buyer has approached you, book a confidential call before you reply to them. We will help you figure out whether the interest is real, what your business would actually command, and how to respond without giving up leverage.

This article is general information, not legal, tax, or financial advice. Letters of intent, exclusivity provisions, and NDAs have real legal consequences. Work with your attorney on the actual documents.

Frequently asked questions

Someone wants to buy my business. What should I do first?

Respond briefly and professionally, but do not share financials, name a price, or sign anything. Verify who the buyer actually is and what they have acquired before the conversation goes further. Then get an independent read on what your business is worth, so any number they eventually float can be measured against a real baseline instead of a guess.

Are unsolicited offers to buy a business legitimate?

Many are, but most are prospecting rather than offers. Private equity firms, search funds, and consolidators send high volumes of outreach hoping to find owners who will negotiate one-on-one, and some letters come from brokers with no buyer behind them. Legitimate acquirers can name their past deals and funding sources. Treat the letter as an expression of interest, not a valuation.

Should I negotiate directly with a buyer who approached me?

Negotiating alone with a single inbound buyer almost always produces a below-market outcome, because nothing pushes the price up without competing bidders. The stronger move is to let that buyer participate in a process alongside other qualified buyers. If their interest is real, they will compete. If it is not, you just saved yourself months.

Is an unsolicited offer usually below market value?

Typically, yes. Buyers who source deals directly expect to pay less than they would in a competitive process, which is why they invest in outreach in the first place. The opening number is an anchor designed to frame the negotiation. Businesses sold through a competitive process generally command higher prices and better terms than the same business sold to a single unsolicited buyer.