An unsolicited buyer approach
You do not need to reject the conversation or rush toward a deal. The first objective is to preserve leverage while you understand the buyer, the structure, and what a transaction must make possible for you.
The first 72 hours
A disciplined response signals seriousness. It also prevents a buyer’s process from defining the owner’s decision before the owner has organized it.
A buyer’s first question may be designed to make you set the anchor. You can acknowledge the conversation without naming a price or committing to a timetable.
Customer data, employee information, margins, contracts, intellectual property, and forecasts should move through an intentional diligence process—not an informal email thread.
Strategic buyer, competitor, private equity firm, independent sponsor, family office, or search fund can imply different motivations, financing, expectations, and closing risk.
Cash at close, rollover equity, earnout, seller note, working capital, escrows, indemnities, and employment obligations can change the owner’s real outcome.
Before negotiations accelerate, estimate the after-tax proceeds and personal capital required to step away with confidence.
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 would like to understand your team, acquisition criteria, intended structure, financing, and proposed process.”Illustrative language only. Adapt it to the facts and have counsel review communications when appropriate.
Questions for the buyer
Why this company? What experience does the buyer have in the industry? Who controls the decision and who provides the capital?
Is the buyer contemplating an asset purchase, stock purchase, recapitalization, majority sale, or another structure?
Is capital committed? What financing conditions, investment committee approvals, or third-party lenders remain?
What role, employment term, rollover, non-compete, transition assistance, or performance obligation does the buyer expect?
What information is requested, when, for what purpose, and under what confidentiality protections?
What diligence, working-capital, regulatory, customer-consent, or closing conditions could change the outcome?
Three numbers—not one
What the buyer says the company is worth and how that value is structured.
Compare the structure →Likely net proceedsWhat may remain after debt, costs, taxes, adjustments, and contingent value.
Estimate proceeds →Required personal capitalWhat the owner and family may need the transaction to produce.
Test whether it is enough →Build the owner-side team
Depending on the facts, the team may include transaction counsel, tax counsel or CPA, valuation and transaction professionals, banking specialists, estate counsel, and a planner connecting the transaction to the family balance sheet.
Morrowgate’s role is not to replace those specialists. We organize the owner’s outcome and keep the business, transaction, and personal decisions in one picture.
A buyer is already in the picture
Share the one issue you want examined. No finished valuation, documents, or meeting is required.
Need a broader agenda? Start the owner journey →The number is a starting point, not an answer.
Tax structure, debt treatment, timing, and what the owner actually needs can materially change the conclusion.