Is an approach from 2ndWave Software an offer?

No. An approach is an expression of interest, not an offer — it commits you to nothing. Offers come much later, usually in writing as an indicative offer or term sheet, and only after both sides have chosen to engage.

Do I have to reply straight away?

No. There is no clock on your side of the conversation. A considered reply a week later reads better than a rushed one the same afternoon, and a genuine buyer will still be there. You set the pace.

Should I share my financials with 2ndWave Software?

Not in a first conversation. An early, low-specificity approach rarely warrants sharing numbers. If the conversation gets serious, information changes hands progressively and under a signed NDA — at a pace you control.

How do I know if 2ndWave Software is serious?

Read the approach itself: who sent it (a partner or CEO signals more intent than an analyst template), how specific it is about your actual product, customers, or numbers, and whether there is a concrete reason they are reaching out now. Generic praise that could have been sent to a hundred companies usually means a routine sweep.

Do I need an advisor before responding?

Not to acknowledge an email. But before sharing anything material — numbers, customer names, growth plans — a second opinion from someone whose only job is to represent you tends to pay for itself. An advisor can read the approach, tell you how much interest it really signals, and keep your options open.

What happens if I just ignore it?

Usually nothing bad — an unanswered email doesn't close any doors, and a genuinely interested buyer will follow up. What you give up is information: understanding why they reached out now can tell you a lot about how your business is being seen, even if you have no intention of selling.

← Who is 2ndWave Software?

If you’ve been approached

2ndWave Software approached me — what now?

An acquirer reaching out can feel like a big moment, and it’s normal to be unsure what it means or how to respond. An approach is not an offer, and it doesn’t commit you to anything — it’s the start of a conversation you get to run at your own pace.

The most useful thing to do first is slow down and understand what kind of approach this actually is. The rest of this page walks through who 2ndWave Software is, how to read the signals, and the practical moves that keep your options open.

Want to talk through the approach before you respond?

Who they are, in short

2ndWave Software is an investment and operating partnership founded by Chris Heim and Dan Mayleben. It works with PSG and software management teams, combining capital with experience in growing software companies. Its named investments include current holding JAMS Software and exited holdings Aztec Software and HealthTrio.

Read the full profile of 2ndWave Software

What they look for

2ndWave focuses on middle-market enterprise software companies and majority transactions. Its published criteria include full buyouts, management-led buyouts, leveraged recapitalisations and industry consolidations. Growth, profitability, audited financial statements and a complete leadership team are not prerequisites.

Capital model: Software investment and operating partnership that works with PSG and management teams to provide capital and ongoing guidance.
Sector focus: Middle-market enterprise software businesses, with capital and operating support for organic growth and add-on acquisitions.
Majority or minority: Majority transactions, including 100% buyouts, management-led buyouts and leveraged recapitalisations.
Ownership: Capital plus operating guidance, investment in people and product, management development and selective add-on acquisitions. The founders describe an employee-equity incentive philosophy across businesses they have run.
Founder ownership: Transactions can monetise current owners’ stakes and support management succession or generational transitions. A complete management team is not required.
Platform or bolt-on: Platform investments and add-on acquisitions. Since 2020, 2ndWave reports three platform investments and four add-on acquisitions by those platforms.

How they run acquisitions

Owners can contact Dan Mayleben or Chris Heim directly. 2ndWave says it tailors majority transactions to the owner or shareholder group, including full buyouts, management buyouts and recapitalisations. It can provide capital and operating guidance for management succession, growth initiatives and add-on acquisitions. It does not require a polished sale presentation or a complete leadership team.

Reading the approach

Not every approach means the same thing. A private equity firm might be running a wide net, or might have a specific reason to want your business. Here’s how to tell the difference.

The signal

Routine BD outreach

Genuine acquisition intent

Who sent it
Routine BD outreachAn analyst or associate, often via a generic template or LinkedIn note.
Genuine intentA partner, principal, or the platform's CEO — someone who can actually transact.
How specific it is
Routine BD outreachPraises the sector and your growth in general terms; could be sent to a hundred companies.
Genuine intentReferences your actual product, customers, or numbers — they've done real homework.
What they ask for
Routine BD outreachA quick intro call to learn more and get to know you for the future.
Genuine intentA view on whether you'd consider a transaction, and often an early sense of scale.
Their timeline
Routine BD outreachOpen-ended relationship building with no particular urgency.
Genuine intentA concrete reason they're reaching out now — a fund mandate, a thesis, a nearby deal.
Where it leads
Routine BD outreachAdded to a pipeline and periodically checked in on.
Genuine intentToward an indicative offer, diligence, and a process — if you engage.

Neither is bad, and neither is a commitment. The point is to read the approach for what it is before deciding how much time and information to give it — an early, low-specificity note rarely warrants sharing numbers, while genuine interest is worth understanding properly.

The moves that protect your position

Whatever the intent, a few simple habits keep you in control of the conversation and your information.

Reply politely and keep the door open — you lose nothing by being courteous.
Ask who they are, why now, and what stage of interest this is.
Take your time; a serious buyer will wait for a considered response.
Get your own read on what the business could be worth before discussing price.
Loop in an adviser who represents you, not the buyer, before sharing anything sensitive.

Don’t

Don't name a price first, or react to a number floated casually on a call.
Don't share detailed financials or customer data before there's an NDA and real intent.
Don't negotiate against yourself by signalling how keen — or how nervous — you are.
Don't let a single unsolicited approach turn into an exclusive, one-buyer conversation.
Don't agree to a binding timeline or exclusivity just to keep them interested.

Wondering what your business could be worth?

Common questions

Is an approach from 2ndWave Software an offer?: No. An approach is an expression of interest, not an offer — it commits you to nothing. Offers come much later, usually in writing as an indicative offer or term sheet, and only after both sides have chosen to engage.
Do I have to reply straight away?: No. There is no clock on your side of the conversation. A considered reply a week later reads better than a rushed one the same afternoon, and a genuine buyer will still be there. You set the pace.
Should I share my financials with 2ndWave Software?: Not in a first conversation. An early, low-specificity approach rarely warrants sharing numbers. If the conversation gets serious, information changes hands progressively and under a signed NDA — at a pace you control.
How do I know if 2ndWave Software is serious?: Read the approach itself: who sent it (a partner or CEO signals more intent than an analyst template), how specific it is about your actual product, customers, or numbers, and whether there is a concrete reason they are reaching out now. Generic praise that could have been sent to a hundred companies usually means a routine sweep.
Do I need an advisor before responding?: Not to acknowledge an email. But before sharing anything material — numbers, customer names, growth plans — a second opinion from someone whose only job is to represent you tends to pay for itself. An advisor can read the approach, tell you how much interest it really signals, and keep your options open.
What happens if I just ignore it?: Usually nothing bad — an unanswered email doesn't close any doors, and a genuinely interested buyer will follow up. What you give up is information: understanding why they reached out now can tell you a lot about how your business is being seen, even if you have no intention of selling.

Want more M&A news and practical founder notes?

Read the full guide: a firm approached me — what do I do?

The truth, first.

General information, not legal, financial, or tax advice. Every situation is different — talk to an adviser about yours.