An Unsolicited Buyer Wants to Buy Your Business: What to Do in the First Two Weeks
You get a call out of the blue. Someone wants to buy your business. Before you send financials, talk price, or let the buyer set the pace, here's how to keep the conversation on your terms.
Years ago, before I became an M&A advisor, someone came to me with an unsolicited offer to buy my company, EthiCare Advisors.
I wasn't planning to sell. Like most owners, I was too busy running the business to think much about leaving it.
Then somebody knocked on the door.
The buyer was a financial group, offering three times EBITDA, but with a three-year earnout. Put simply, I would have handed over the company, stayed on as an employee for three years, and walked away with about what I would have made by just keeping the business.
I passed.
But that inquiry changed my perspective. It showed me how much of the business still ran through me and how little of it could be handed to anyone else. That's when I started taking exit planning seriously. We put systems in place. We built out a team. We documented what had been living in my head.
When I finally sold EthiCare to a strategic buyer backed by private equity, my transition was just sixty days of full-time work.
I share that story in Sweat Equity Payday because an unsolicited buyer can bring value, even if you never sell to them. Sometimes the call leads to a deal. Other times, it’s just the wake-up call you need.
The mistake is deciding which one it is too quickly.
If a buyer reaches out, you don’t have to shut them down, and you don’t need to assemble a team of advisors before you call back. What you really need to do is slow things down.
Over the next two weeks, your job is to figure out who’s actually calling, keep your information protected, get your own sense of what the company is worth, and decide if this is even the right time to be thinking about selling.
Their Clock Started Long Before Yours Did
By the time an unsolicited buyer calls you, they've already done work you haven't.
They could be a competitor looking to expand geographically, a private equity group building a platform in your industry, or a company that would benefit from your customers, employees, equipment, or contracts. Whatever the reason, they called because they saw something they wanted, and they've had months to decide they want it.
Meanwhile, you’ve had maybe eleven minutes to think about selling your business.
That gap is exactly why the first two weeks matter so much. A sophisticated buyer may say they want to move quickly, and there’s nothing wrong with that. Good buyers often do. But their speed comes from preparation you haven’t had time for. Trying to keep up usually costs you more than it costs them.
A good first call doesn’t obligate you to anything. Not three years of tax returns, not a price, and definitely not a decision about whether you want to sell.
A perfectly reasonable first response:
“I'm willing to have the conversation. Before we get into details or pricing, I'd like to understand more about you, what you're looking for, and how you normally approach acquisitions.”
That buys you something you're short on: time.
When a Buyer Finds You, the Screening Runs Backward
In a managed process, buyers get qualified before they ever learn your company's name. I've written separately about what separates a buyer worth engaging from one who simply enjoys the meetings.
An unsolicited call flips that order. The buyer already knows who you are and what you do, and they probably have a working thesis about why your company matters to them. That isn't the same as a reliable valuation or a committed offer.
In some ways, that’s a disadvantage. But it also gives you something a competitive process doesn’t: the right to ask direct questions and expect real answers. They came to you because they want something. That’s your leverage, and it starts to slip away the moment you act like you’re just grateful for the attention.
So use that leverage early. Who’s actually behind the acquisition, and who makes the final call? Why are they interested in your company specifically? What have they bought before, and where is the money coming from? What do they expect you to be doing after closing?
Pay as much attention to how they answer as to what they say. A credible buyer gives clear, checkable answers that fit where you are in the conversation. If someone wants detailed financials from you but gets vague about their own capital or track record, that imbalance often tells you what you need to know.
An NDA Protects Information You've Already Decided to Send
If the buyer holds up and the conversation is worth continuing, confidentiality comes next. That usually means a nondisclosure agreement (NDA) before any meaningful nonpublic information moves.
Don’t treat it like a force field. An NDA gives you a claim if something goes wrong, but it can’t put the information back once it’s out.
That matters even more in an unsolicited conversation, because there's no process doing the work for you. There's no advisor running a Confidential Information Memorandum (CIM) and a staged release, controlling what gets shared, with whom, and when. No data room with permissions. It's just you, your inbox, and a buyer who seems reasonable and keeps asking for one more thing.
So you have to be deliberate about what you share and when. A buyer who’s still figuring out basic fit only needs enough to understand your size, general financials, market, and business model. Customer lists, employee pay, copies of every agreement, and time with your team aren’t fit questions. Those are diligence questions, and diligence comes after the buyer has demonstrated capacity, intent, fit, and a credible path to closing.
This is even more important when the buyer is a competitor or operates in your market. Your pricing, margins, vendor terms, customer relationships, and strategic plans are valuable to them whether a deal happens or not. Work with counsel on what should be redacted, aggregated, delayed, or held to a clean team. The FTC has warned that exchanging competitively sensitive information before closing can create antitrust exposure even when the deal itself is legitimate.
The best buyers understand this. In my experience, being disciplined about what you share doesn’t turn off a serious buyer. It actually raises their confidence, because a company that protects its own information is usually one that’s been run well.
What to do now: Before you send anything detailed, write down why the buyer needs that specific item at this specific stage. If you can't answer it in one sentence, the request is early. |
Don't Let the Buyer Tell You What Your Business Is Worth
This is where unsolicited conversations can get expensive.
The buyer called you. They already have an idea of what your company is worth to them. You might not have your own number yet.
If the first real number you hear about your business comes from the buyer, that number sets the anchor for everything that follows—including your own sense of whether you did well.
That doesn’t mean their number is low. A strategic buyer might see value you haven’t considered—in your geography, your people, your customer relationships, or your capacity—and they may pay well for it. But it’s still their view of value, built from their model and their reasons. You need your own view.
Get an independent read on what your business would likely command in a real market before the conversation goes much further. That means looking beyond a simple multiple of EBITDA to things like the quality of your earnings (QoE), customer concentration, recurring revenue, management depth, how much of the company still depends on you, growth, industry conditions, and the range of buyers who might be interested. What you want is a defensible Most Probable Selling Price (MPSP) and likely market range - an informed view of what the business could command from qualified buyers under current conditions, not simply the highest number someone can justify on paper. I've written about what a real valuation produces and why it isn't an industry multiple.
Until you have that, you can’t really evaluate an unsolicited offer. All you know is that you have one.
The Multiple Was Never the Problem With My Offer
Go back to the EthiCare offer for a second.
Three times EBITDA sounds like a valuation, and sellers hear it as one. But the number that decided that deal was the three-year earnout. I wasn't being offered an exit. I was being asked to sell the company, stay for three years, and leave a meaningful part of my payout tied to a business somebody else now controlled.
The multiple got all my attention, but in the end, it didn’t matter much at all.
So when your buyer starts talking numbers in week two, listen, and then ask what the number is made of. How much is cash at closing? Is there a seller note? An earnout? Rollover equity? How long do they expect you to stay, and in what capacity? What happens to your management team? What financing has to be approved, and by whom? What are they assuming about working capital?
An eight-million-dollar headline with enough strings attached can leave you worse off than a smaller number with clean terms. So when a buyer says they think your company might be worth eight million, resist the urge to react to the number. Find out what’s actually behind it first.
Everything You Say in Week One Can Reappear in Month Six
There’s another reason not to negotiate on the fly.
Tell a buyer you've been burned out for two years, and they've learned something. Mention that your spouse wants you retired by next summer, and they've learned something else. Say you'd be thrilled with six million before they've named a number, and they've learned a great deal.
Most owners don’t mean to negotiate against themselves. They’re just being open with someone who seems decent, because that’s how they’ve done business for years. But a sophisticated buyer listens for motivation, because that tells them how much room they have to work with.
You don’t have to volunteer any of that. Saying you weren’t planning to sell but will look at a serious opportunity is honest and enough. So is telling them you need to understand value and structure before you decide anything, and asking them to put more substance behind their interest before you put more behind yours.
What to do now: Before the next call, decide what you won't volunteer about your timing, finances, and plans after a sale. Your motivation is the most valuable thing you're carrying into week two, and it's the easiest thing to hand over without noticing. |
By Week Two, You Should Be Answering a Different Question
When the call first comes in, your instinct is to ask whether you should sell to this buyer.
That’s too soon. The real question two weeks in is much simpler: Is this buyer credible enough, and is the opportunity attractive enough to justify taking one more step?
That’s a much easier decision to make. By then, you should have a good sense of who they are, why they want your company, and what they're proposing. You'll also know whether they've demonstrated capacity, intent, fit, and a credible path to closing, and you'll have your own sense of value.
From there, things usually become clear. Maybe the buyer isn’t qualified, or the structure doesn’t work. Maybe the conversation shows you’re not ready to sell—which is what happened to me, and it was still the most useful call I got that year. Or maybe the buyer is credible, the timing is right, and the opportunity deserves a closer look.
One thing won't get settled in two weeks. A buyer who found you is one buyer. Whether you ever find out what the rest of the market would have said is a separate decision, and it's the one most owners in this position never get around to making.
The Call Is an Opportunity, Not a Deadline
An unsolicited buyer can be the start of a great transaction. It can also show you that your business is worth more than you thought, that buyers are paying attention to your industry, or that you have some work to do before you should even consider selling.
You only find out which one it is by holding onto the conversation long enough to really evaluate it. That means sticking to your own timeline, understanding who you’re talking to before they see your financials, forming your own independent view of value, and looking at the structure instead of just the headline number.
The buyer already knows why they called. Give yourself enough time to figure out what would actually make you say yes.
At HartmannRhodes, I work with owners of lower-middle-market companies across the country who find themselves in this exact position: a real buyer, a real conversation, and no independent read on any of it. My job is to help you test whether the buyer can do what they say, establish what your business is worth before someone else defines it, and make sure the first two weeks don’t quietly set the terms for the next twelve months.
You only sell your business once. Make it count.
If a buyer has come to you directly and you want an independent view before you share sensitive information or talk terms, schedule a confidential discovery conversation.
Common Questions About Unsolicited Buyer Offers:1) What should I do first when an unsolicited buyer contacts me about my business? Slow down before you do anything else. Take the call, be friendly, and ask questions instead of answering them. In the first conversation, you're trying to learn who the buyer is, why they're interested in your company specifically, and how they normally do acquisitions. Nothing about a first call requires you to send financials, name a price, or commit to a timeline. 2) Should I sign an NDA before talking to an unsolicited buyer? You don't need one for a general conversation about who they are and what they're looking for. You do need one before any meaningful nonpublic information moves. Have your own counsel look at it rather than signing the buyer's form as presented, and remember that the agreement gives you a legal claim if something goes wrong. It doesn't undo a disclosure. 3) How do I know whether an unsolicited buyer is serious? Look at whether they can answer questions about themselves as readily as they ask questions about you. A real buyer can explain who makes the decision, where the money comes from, what they've bought before, and what they expect after closing. A buyer who pushes for detailed financials while staying vague about their own capital or track record has told you where they are. 4) Should I tell an unsolicited buyer what I want for my business? Not in the first two weeks, and not before you have an independent view of value. Naming a number early can create an artificial ceiling if it is low or chill the conversation if it is high. Either way, you're guessing. It's reasonable to say you'll evaluate a serious proposal and that you need to understand the value and structure before discussing price. 5) Are unsolicited offers usually higher or lower than what the business would get in a market process? It varies. An independent valuation gives you a defensible reference range, but only market evidence shows what buyers would actually pay at that moment, which means a competitive process or credible indications from several qualified buyers. A strategic buyer sometimes sees value in your geography, customers, or capacity that a broader market wouldn't pay for. Other unsolicited offers are priced on the assumption that the seller has no comparison point. Getting your own read on the MPSP is what lets you start telling those two situations apart. 6) What are the risks of talking to a competitor who wants to buy my business? Your pricing, margins, vendor terms, customer relationships, and strategic plans have value to a competitor, whether or not a transaction closes. That doesn't mean you refuse the conversation, since competitors can be among the highest-paying buyers. It means the sequencing matters more than usual, and the most sensitive information should come late, after the buyer has demonstrated capital and intent. 7) Do I still need an advisor if the buyer comes to me? The buyer coming to you removes the work of finding that buyer. It does not establish that the buyer is qualified or eliminate the need to identify alternatives. It also creates a problem that a managed process doesn't have: you're now negotiating alone against someone who does this professionally. An advisor's role in an unsolicited situation is primarily to restore that balance. |
Mark Hartmann is a former business owner turned M&A advisor—and the author of Sweat Equity Payday—who knows firsthand what it takes to build, grow, and sell a successful company. A three-time Inc. 5000 CEO honoree, he led his own eight-figure sale and now helps business owners sell companies worth $1M to $25M. Mark understands that selling a business is personal, not just financial. That’s why he works closely with owners to maximize value, protect their legacy, and transition on their terms.
He holds an MBA from Eastern University and a master's degree in organizational change management from St. Elizabeth University, as well as Certified M&A Professional (CM&AP), Certified Business Intermediary (CBI), Certified Exit Planning Advisor (CEPA), and Certified Value Builder (CVB) credentials.
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HartmannRhodes advises owners of companies typically valued between $1–$25 million. If you’d like a structured pre-sale valuation review and a readiness roadmap, we can walk you through the process and tailor it to your timeline and goals. Contact us today!
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