What to do in the first 48 hours
- Acknowledge the outreach without committing. A simple response—“Thank you. I’m open to understanding the opportunity and your proposed structure”—keeps the door open without setting expectations.
- Verify the buyer. Determine whether the party is an operating company, private equity firm, search fund, independent sponsor, broker, or individual. Ask about completed acquisitions, available capital, decision makers, and the intended source of financing.
- Control information. Share only what is necessary for the next decision. A high-level revenue range, earnings profile, customer mix, and ownership structure may be enough for an initial discussion. Detailed customer lists, employee data, contracts, tax returns, and proprietary information should wait for a signed confidentiality agreement and a defined process.
- Write down your own objectives. Decide what matters beyond price: cash at closing, retained equity, employment, brand continuity, employee protection, real estate, transition period, or a clean departure. A buyer cannot meet priorities you have not defined.
Seven questions to ask the buyer
Why is this business strategically interesting to you?
What exactly would you acquire—assets, equity, working capital, real estate?
Is your number a valuation indication, a letter of intent, or a fully financed offer?
How much consideration is cash at closing versus earnout, seller note, rollover equity, or holdback?
What assumptions about earnings, debt, cash, and working capital are embedded in the offer?
What approvals and financing remain, and who can make the final decision?
What diligence, exclusivity, closing conditions, and timeline do you expect?
A headline price is not the same as value received
A buyer may describe an offer as “$5 million,” but the economic value to the seller depends on the structure. If part of the consideration is contingent, deferred, financed by the seller, or dependent on future performance, the risk-adjusted value can be materially lower than the headline.
| Offer term | What a seller should test |
|---|---|
| Cash at closing | How much is certain and immediately available after debt, fees, taxes, and working-capital adjustments? |
| Earnout | Who controls the business and accounting decisions that determine whether the target is achieved? |
| Seller note | What collateral, guarantees, interest, maturity, and payment priority protect repayment? |
| Rollover equity | What rights, dilution protections, exit timing, and information access accompany the retained stake? |
| Working capital | How is the target calculated, and could the true-up reduce proceeds after closing? |
| Indemnity or escrow | How much is held back, for how long, and for which claims? |
Before comparing the offer to a valuation multiple, normalize the economics into expected cash, timing, risk, and obligations. Exit Desk provides indicative valuation scenarios and buyer-lens readiness analysis; it is not a certified appraisal, fairness opinion, brokerage, legal, accounting, or tax service.
Red flags that deserve a pause
- Artificial urgency: pressure to sign before advisors can review the proposal.
- Vague financing: the buyer cannot explain where closing funds will come from.
- One-sided exclusivity: a long no-shop period with weak milestones or no proof of funds.
- Data fishing: requests for sensitive customer, employee, or pricing information before basic credibility is established.
- Price without definitions: no clarity on debt, cash, working capital, assumed liabilities, or transaction form.
- Broad retrading rights: language that makes the initial number easy to reduce after you are locked into the process.
Prepare for what the buyer will test
Once a buyer becomes serious, the conversation moves from story to evidence. Most diligence pressure concentrates around a small set of issues:
- quality, recurrence, concentration, and durability of revenue;
- normalized earnings and support for add-backs;
- customer and vendor concentration;
- owner dependence and management depth;
- contracts, compliance, intellectual property, and pending disputes;
- capital expenditure and working-capital requirements;
- technology and AI exposure;
- the credibility of forecasts and the transition plan.
Organizing this evidence before exclusivity gives you time to fix gaps, frame risk accurately, and decide whether the offer is worth pursuing. See the Exit Readiness Checklist and the guide to how buyers evaluate revenue quality.
See the offer and your business the way a buyer will
Exit Desk is a pre-market buyer-lens exit-readiness product founded by Mike Ye. It helps small business owners identify valuation drivers, buyer concerns, diligence pressure points, and practical next actions before committing to a sale process.
The analysis is designed for decision preparation—not to replace a broker, investment banker, attorney, CPA, tax advisor, or certified appraiser.
Frequently asked questions
Should I tell the buyer what price I want?
Usually not at the start. Naming a price before understanding the buyer, structure, assumptions, and alternatives can anchor the conversation against you. Ask the buyer to explain its valuation and proposed terms first.
Do I need a broker or investment banker?
It depends on business size, transaction complexity, buyer competition, and the owner’s ability to run a process. A qualified intermediary can create competition and manage execution. Buyer-lens preparation comes before—or alongside—that decision.
Is an unsolicited offer usually serious?
Some are. Others are exploratory sourcing. Credibility improves when the buyer can identify decision makers, acquisition history, financing, strategic rationale, proposed structure, and a realistic diligence path.
What should I sign first?
A properly reviewed confidentiality agreement commonly comes before detailed information sharing. Do not treat a confidentiality agreement, indication of interest, letter of intent, or exclusivity agreement as interchangeable; each has different consequences.