Often, business owners hear from potential buyers out of the blue. A message may come in from a private equity firm, a strategic operator, or an investment group expressing interest in a conversation. They typically compliment the owner, point to your company’s position in the market, and suggest there’s alignment with their investment goals, and offer a quick, straightforward transaction of the business.
The appeal is obvious. The outreach feels validating, and the promise of speed and simplicity can sound like a welcome alternative to a formal sale process.
But that initial contact deserves a careful response. This is a critical leverage moment in the life of a business seller, and not a moment to concede to the first offer.
The way an owner handles that first interaction often sets the tone for everything that follows, influencing not just valuation, but terms, certainty, and whether the eventual outcome truly reflects the business that was built.
Why That “Friendly” Call Should Raise a Flag
At Calder Capital, we see this every week. Business owners in various industries, such as manufacturing, distribution, services, and construction, get approached by unsolicited buyers. Some of those buyers are serious; others are fishing.
They all have one thing in common: they’re calling for their advantage, not yours.
The numbers are clear. Calder Capital has found that owners who sell directly to an unsolicited buyer often leave 10%–40% of enterprise value on the table. Why? Because one buyer means no competition. No structured process. No representation protecting your interests.
We’ve represented countless owners who first received “too-good-to-be-true” offers. One recently engaged us after another company approached him with an offer of $10M cash at close and an earnout of $2M-$4M. Calder helped the owner consider the off-market strategic buyer’s offer by providing our client with an in-house valuation analysis of his business. Our estimate for the business and real estate was in the range of $23.15M to $24.98M, nearly double the initial, off-market offer received. We then ran a sales process, which garnered 8 other offers. Ultimately, the sales price achieved through Calder was $26.35M.
The top three offers received were:
- $26,350,000 offer, 100% cash at closing
- $30,000,000, $21M cash at closing, 20% rollover equity, and a 10% seller note
- $39,500,000, $23M cash at closing, and a $16.5M earnout over three years
Our client selected the $26.35M cash offer. It was more than a $10 million difference between their off-market offer and the final offer received through Calder. This happened, not because the business suddenly became more valuable, but because we brought transparent facts, professional representation, and confidential competition to the table.
The New Reality: Buyers Are More Aggressive Than Ever
Private equity, family offices, and corporate strategics are sitting on historic levels of dry powder. With limited quality deal flow and rising competition, they’re reaching out directly: cold-calling, emailing, even showing up at trade shows with “off-market” proposals.
These approaches work because they play on timing and emotion – everyone dreams of a quick, lucrative process where they don’t have to spend the time and money on the market. Maybe you’ve had a great year and are thinking about retirement. Maybe you’ve had a rough quarter and want relief. Maybe you heard that your competitor sold.
That’s when the phone rings. And what sounds like a shortcut: “no broker, no fees, fast close” is usually the start of a one-sided negotiation.
The Odds Aren’t in Your Favor Without Representation
Owners who go it alone face two risks: undervaluation and erosion. The first is obvious: a lower price. The second is more subtle, but just as costly.
We’ve seen countless deals where initial offers quietly shrink during due diligence. The buyer “finds” issues and renegotiates. The timeline stretches. Earnouts appear. Warranties expand. By closing, what started as a $10 million deal looks more like $7.5 million, and the seller is too deep in the process to walk away.
That’s why, at Calder Capital, we tell owners this simple truth: your leverage disappears the moment you start negotiating alone.
One Simple Question to Ask Any Buyer
If you ever take that first call, ask one thing: “Would you be open to working through my advisor?”
A legitimate buyer will always say yes. In fact, the best buyers prefer it. Working through a reputable M&A Advisory firm like Calder Capital ensures that the process is well-structured, timely, and fair for everyone involved.
If a buyer hesitates or tells you an advisor will “complicate things,” that’s a sign to hang up.
Preparation Beats Urgency Every Time
We hear it constantly: “The market’s changing fast, I don’t want to miss my window.”
But markets are always changing. The best exits don’t come from reacting to urgency; they come from preparation.
Working with an advisor early helps you:
- Understand your company’s market value and likely buyer pool.
- Identify operational and financial improvements that increase valuation.
- Build a confidential, competitive process that puts you, not the buyer, in control.
When the process is structured, the market sets the price. When it’s not, the buyer does.
The Call Worth Making
If you’ve received an unsolicited offer, or even if you just suspect one may come soon, don’t rush to respond. Take a breath, and make one call of your own.
Our team has advised on hundreds of lower middle market transactions nationwide, helping owners protect their legacy, maximize value, and close on their terms.
Because when the buyer contacts you, the smartest move is to contact your advisor next.
About Calder Capital
Founded in 2013, Calder Capital is a cross-industry mergers and acquisitions advisory firm with offices across the United States. Calder provides valuation, sell-side, and buy-side services. We are nationally recognized for excellence in advising $1-100M enterprise value transactions in manufacturing, construction, distribution, and business services. Calder serves business owners, entrepreneurs, family offices, financial buyers, and investors. Learn more at www.CalderGR.com.