What to Do With Unsolicited Offers to Buy Your Business

For many owners, it’s the ultimate dream of running a business: a buyer approaches, offering to buy the business without any effort on your part. Even if you’ve never before considered selling your business, a particularly enticing offer might change your mind. After all, no one relishes the idea of marketing a business for months, negotiating for weeks or months more, and managing the myriad tiny details of selling a business. But wait. Before you sign on the dotted line, consider talking to a knowledgeable business broker to ensure you get the most out of the deal. The first offer is rarely the best, and if it seems too good to be true, it almost certainly is. Here’s what you need to know about unsolicited offers.

Competition is Almost Always Best

A competitive bidding environment brings out the desire of every buyer to win. It showcases the value of your business, driving the final sale price up. So it’s important to be skeptical of any deal that comes out of nowhere, with no counter bids and no competition. Moreover, if you haven’t had time to prepare your business for a sale, you may end up getting less than your business could otherwise fetch. Consider whether an auction style process might better serve your needs.

A Broker Can Help

Even if you opt to sell to the first buyer who comes along, a broker can help you get the best possible deal. Your business broker lends credibility to the deal process, aids with negotiating, and can free your time up so you can oversee your business, preventing your company from losing value at a critical moment. Your broker can also help you determine whether a sale now is in your best interests, and whether it might be possible to draw other buyers into a more competitive process.

Be Mindful of Deal Terms

When buyers approach you with a ready-made deal, deal terms in hand, the deal will almost always be in their favor—not yours. A seemingly large sale price can conceal unfavorable deal terms that put the burden of taxes on you, that fail to indemnify you against future losses, or that require you to keep working (often to unreasonable standards) to earn the full purchase price. Work with a skilled M&A lawyer—not just your in-house counsel—to assess whether the deal terms are acceptable to you.

There’s Still Work to Do

An unsolicited offer might seem like less work. And often, it is if you accept the terms and don’t have to market your business or recruit buyers. But you’ll still need to navigate the ins and outs of due diligence, review the terms of the deal, plan for transition, and more. So in the end, you may be trading a modest reduction in work for what is often a significant reduction in deal price. Before you commit to doing so, talk to a deal expert who can help you assess whether a slightly expedited process with an unsolicited offer is really the best way to sell your business.