The Unsolicited Offer: What to Do When a Buyer Calls You First

At some point, the owner of almost every healthy business gets the email: a buyer, a private equity firm, or a search fund saying they have been following your company and would like to talk. It is flattering, and it feels like validation. Owners tend to respond in one of two ways — delete it, or engage as if a deal has already started. Both are mistakes. The right response sits in between, and it starts with understanding what the approach actually means.

1. One buyer is not a market

An offer made without competition is priced without competition. The buyer who approaches you directly knows they are the only one at the table, and their number reflects it — not because they are dishonest, but because nothing is forcing them higher. Whatever they open with, it is an opening built for a negotiation with no other bidders. Treating that number as “what the business is worth” is the single most expensive assumption an owner can make.

2. Why buyers go direct — and why that should inform your response

Direct outreach is not random. Sophisticated acquirers work hard to find deals before an advisor runs a process, because a proprietary deal — one with no competing buyers — is where they get their best pricing and their friendliest terms. That is rational on their side, and there is nothing wrong with it. But it means the approach itself tells you something: they believe your business is worth pursuing, and they would prefer you not test that belief against the market. Both halves of that sentence matter.

3. Protect your information before you share it

The most common early misstep is generosity. An enthusiastic first call turns into sending financial statements to someone you have not qualified, with no confidentiality agreement in place. Before anything substantive changes hands: a real NDA, and real questions — who is behind the money, what have they actually closed, and why this business. A serious buyer expects to be asked. One who bristles at the question has answered it.

The same discipline applies to naming a price. The first number spoken tends to set the ceiling. Let the buyer show theirs — and do not feel obliged to react to it at all.

4. Know your numbers before you respond

You cannot judge an offer you have no basis to judge. Before engaging, an owner should know their true earnings number, the multiple the market would defend for a business like theirs, and the net proceeds a given headline price actually produces. Responding to an unsolicited offer without those three is negotiating blind — and the buyer, who underwrites businesses for a living, is not.

5. Interest is leverage — if you use it

Here is the part owners most often miss: if one credible buyer found your business worth pursuing, others would too. An unsolicited approach is evidence that a market exists. A controlled process — even a quiet one, run confidentially with a handful of qualified buyers — changes the mathematics entirely, because competition is the only honest appraiser. The original buyer often stays at the table, and their best offer in a process is rarely the offer they led with. Structure improves alongside price: cash at close, earnout terms, and transition expectations all tighten when a buyer knows they are not alone.

The takeaway

An unsolicited offer is a signal, not a verdict. It tells you buyers see something worth owning — it does not tell you what it is worth. The right response is neither the deleted email nor the eager handshake: it is preparation. Know your numbers, protect your information, and decide on your timeline — not the buyer’s.

Wondering what your business could be worth? Request a free, confidential market assessment from Jackim Woods & Co., or book a confidential intro conversation with Jim Bates. No pressure, no obligation — just a senior-level read on where you stand.