Updated: August 24, 2026
Author: Calvin Hughes, Senior Partner
A competitor, a private equity group, or a strategic buyer calls out of nowhere and puts a number in front of you. It might be a good number. It might even be more than you expected your business was worth. Before you say yes, or even before you say much of anything, you need to understand what’s actually happening in that conversation.
The Short Answer: Don’t Negotiate Alone, Even If the Number Sounds Good
Get an advisor involved before you respond substantively, not after you’ve already agreed to terms in principle. The number a buyer opens with is almost never their ceiling, and once you’ve verbally accepted a figure or a structure, you’ve given away most of your negotiating room before a formal process has even started. This doesn’t mean the offer is bad or the buyer is acting in bad faith. It means the conversation is happening entirely on their terms, with information and preparation on one side of the table and none on the other.
Why an Unsolicited Offer Is Rarely the Best Offer You Could Get
An unsolicited offer is rarely the best offer available because it’s the only offer on the table, and a single offer creates no competitive tension. When a business goes to market properly, multiple buyers see it at the same time, each aware that others are looking too. That awareness alone tends to move price and terms in the seller’s favor. A single buyer approaching you directly has no reason to stretch on price, tighten their terms, or move quickly, because they aren’t worried about losing the deal to someone else. They know you have no benchmark for what the business is actually worth to other buyers, and that works in their favor, not yours.
What the Buyer Is Counting On When They Approach You Directly
The buyer is counting on speed and your lack of a comparison point. Going directly to an owner, skipping a broker or an advisor, and proposing a quick, quiet deal is a deliberate strategy, not a courtesy. It’s often the most efficient way for a buyer to acquire a company below market value. They’re betting that flattery and a plausible number will move you to a handshake before you’ve had a chance to think about what the business might be worth to a different buyer, in a different structure, with different terms. They’re also often counting on the emotional weight of the moment. Being sought out feels validating after years of building something, and that feeling can make an owner want to keep the conversation moving rather than slow it down to ask hard questions.
Going directly to an owner, skipping a broker or an advisor, and proposing a quick, quiet deal is a deliberate strategy, not a courtesy.
How to Respond Without Either Killing the Conversation or Committing to Anything
Respond with polite, specific curiosity rather than a yes, a no, or a number of your own. Thank them for the interest, tell them you’re always open to a conversation about the future of the business, and ask questions: what’s driving their interest, how they’d structure a deal, what their timeline looks like, whether they’d expect you to stay on. None of that commits you to anything, and all of it buys you time and information. What you shouldn’t do is name a price, sign a letter of intent, or agree to exclusivity before you’ve had a chance to get independent advice on what the business could realistically fetch and whether this buyer’s structure makes sense compared to the alternatives. A short pause to bring in an advisor costs you almost nothing. Signing something prematurely can cost you a great deal, and there’s rarely a real reason the buyer needs an answer this week rather than next month.
When It Makes Sense to Run a Real Process Instead of Just Accepting
It makes sense to run a real process whenever the offer is serious enough that you’d actually consider selling at or near the number proposed. If you’d take the deal, that’s the clearest signal that the business is sellable, and that’s exactly when it’s worth finding out what else is out there before you commit to the first buyer who showed up. A quiet, controlled process run by an advisor can include the original buyer alongside others, without tipping off employees, customers, or competitors that the business is for sale. In many cases the original buyer stays in the mix and still wins, but on better terms, because they now know they’re not the only party at the table. In other cases, a different buyer altogether offers a structure or a price the first one never would have without competition pushing them there.
An unsolicited offer is worth taking seriously. It’s also worth treating as the opening move in a negotiation, not the final word on what your business is worth. The owners who come out ahead in these situations are the ones who slow the process down just enough to find out what the market would actually pay, before deciding whether the number in front of them is good enough to stop looking.
If you are thinking about a sale and want to talk through what this means for your business, we are happy to have that conversation. Book a confidential strategy call with our partners.