Understand why they called before naming a price.
Acknowledge the outreach. Ask why this company and what they want the next conversation to cover.
You can explore the interest without naming a price, opening the data room, or accepting the buyer’s timeline. The first job is to protect your options and learn who is actually across the table.
A first-72-hours plan. Buyer questions. Information controls. A price-to-outcome framework.
The short answer
Confirm who the buyer is, why they are interested, who controls the decision, how they expect to fund it, and what they want from you after closing.
Before sharing customer names, employee information, contracts, or detailed financials, decide with counsel what should be protected and what sequence makes sense.
The first 72 hours
Acknowledge the outreach. Ask why this company and what they want the next conversation to cover.
Customer names, employee data, contracts and detailed financials should not move informally.
Identify the decision makers, capital source, acquisition vehicle, financing assumptions and approvals.
Separate cash at close from seller notes, earnouts, rollover equity, holdbacks and obligations that survive closing.
Headline value matters less than likely after-tax proceeds and what those proceeds need to support.
Buyer wants another call?
Talk through the question before you respond →A useful initial response
“Thank you for reaching out. I’m open to understanding your interest and how you are thinking about the business. Before discussing value or providing detailed information, I’d like to understand your team, acquisition criteria, intended structure, financing, and proposed process.”Illustrative language only. Adapt it to the facts and involve counsel when appropriate.
Questions for the buyer
Use the first call to understand the buyer, the proposed transaction, and what would have to happen next. You are gathering facts, not negotiating against yourself.
What experience does the buyer have? Who controls the decision? What have they bought before?
Who provides it? What is committed, what depends on lenders, and what approvals remain?
Asset purchase, stock purchase, recapitalization, majority sale, or another structure?
Employment, rollover, non-compete, transition assistance, or performance obligations?
What information, when, for what purpose, and under what confidentiality protections?
Diligence, working capital, financing, customer consents, regulatory approvals, or other conditions?
Three numbers—not one
Do not let the buyer’s number become the whole conversation. Price, likely proceeds, and the capital your life actually requires have to work together.
What they say the business is worth — and how that value is actually paid.
Compare the structure →What may remain after debt, taxes, fees, adjustments, and contingent value.
Estimate what you keep →What the transaction actually needs to produce for you and your family.
Test whether it is enough →Build the owner-side team
A serious buyer may already have counsel, financing sources, diligence teams, and a deal process moving underneath the surface.
Your side may need transaction counsel, tax professionals, valuation and transaction specialists, banking professionals, estate counsel, and a planner who keeps the deal tied to the life it needs to pay for.
That planner is the role Greg plays, supported by the broader advisory team at Regal.
Morrowgate’s job is to keep what you need on the table while the deal gets negotiated.Your next buyer conversation
Keep the questions, boundaries, and next steps in one place.
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Buyer wants the next call?
Price. What to share. Whether the buyer is credible. What the deal would need to leave you with. Send us the issue you’re stuck on.
Do not send the buyer’s letter, financial statements, customer information, or other confidential transaction material.