Create distance before momentum

An unsolicited offer often arrives with urgency, flattering language, and a request for information. None of those things requires an immediate answer. Before sharing sensitive material, an owner should understand who is approaching, what they may be seeking, and whether the proposed structure fits the owner’s objectives.

Evaluate more than price

Headline value matters, but so do cash at closing, rollover equity, earn-outs, working-capital requirements, financing conditions, employment expectations, indemnities, and certainty of closing. A seemingly attractive offer can change materially once those elements are understood.

Preserve alternatives

The strongest response may be to negotiate, create a broader process, defer a transaction, or decline. The important point is to avoid allowing one buyer’s timetable to become the owner’s strategy.

Questions for Owners

Questions worth considering

  • What does the owner want the transaction to accomplish?
  • What information can be shared safely at this stage?
  • Is the buyer’s indication credible, financed, and comparable to realistic alternatives?