An email lands on a Tuesday. A partner at a private equity firm, or corporate development at a company ten times your size. "We've been following your business for a while. Impressive growth. We'd love to connect."
Your stomach does something complicated. Is this it? Is this the exit? Should you call your accountant? Your spouse? A lawyer?
Here's the first thing to know: nothing has happened yet. Nobody has offered you anything. And almost every expensive mistake a founder makes in this moment comes from believing something has.
This is a walk through the whole path—from the email in your inbox to the point where you either shake hands or walk away. It's written by an advisor, but the moves hold whoever you use, or if you use no one at all. Read it once and you'll understand this game better than most founders ever do, because most play it exactly once.
What actually just happened
PE firms, aggregators and serial acquirers employ people whose entire job is emailing founders like you. It's called deal origination, and across the industry thousands of these go out every week. The flattery is professional—it's written by someone who sends twenty a day, or these days, someone who points a few AI agents at your market and lets them draft hundreds.
That doesn't make it meaningless. It means someone mapped your space and your name came up. But an approach is not an offer. There's no valuation behind it, no committed capital, no timeline. It's the top of their funnel.
Funds and acquirers run the same machinery as any B2B sales team: a CRM, a lead database, an outbound engine, a cadence tool that nudges you three times whether or not a human is watching. The email you got is often step one of qualifying you—checking whether your business fits what they're mandated to buy.
Strategic buyers—a bigger company in your own space—are a partial exception. They may genuinely have watched you for a while. But "strategic" cuts both ways. A competitor who wants a look inside your business can dress an intelligence-gathering exercise up as an acquisition chat, so the same caution applies, arguably more. The email tells you they're curious. It doesn't tell you what your company is worth, and it certainly doesn't tell you they're the buyer who'd pay the most for it.
Is it a real buyer, or a machine working a list?
A few signals separate genuine interest from an outbound engine:
- Who signed it. An analyst, an associate, or anyone with "origination" or "business development" in their title is prospecting. A partner or CEO who clearly wrote it themselves is warmer.
- Could this exact email have gone to 500 companies? Generic praise for "your impressive growth" says yes. Real interest names your actual product, your customers, the specific thing you do that they can't buy anywhere else.
- The ask. "A quick call to introduce ourselves" is funnel. A specific thesis about why you fit what they're building is interest.
- The follow-up pattern. A third polite nudge with no new substance means you're a row in a CRM being worked by software.
One caveat that matters: even genuine interest isn't automatically good news. A single interested buyer is a negotiation with no competition, on their timeline, against a team that does this for a living. Interest is the start of the work, not the finish.
What not to do in the first 48 hours
- Don't send financials. Not revenue, not "ballpark EBITDA", not a deck. Every number you share before you understand the game becomes an anchor you'll negotiate against later.
- Don't name a price. Say a number that's low and you've set your own ceiling. Say one that's high and you've handed them a reason to walk before you ever hear what they'd actually pay. Either way you just negotiated against yourself, for free.
- Don't sign their NDA unread. Their paper is written to protect them. Some versions carry exclusivity language or quietly limit who else you can talk to. An NDA is not proof they're serious—it's a step in their process. There's a right moment to sign one. It isn't this week.
- Don't take a call unprepared to say very little. Acquisition teams are charming and they ask great questions—that's the job. A friendly thirty-minute chat can hand over half a diligence checklist without you noticing.
- Don't tell the whole team. Not yet. Nothing has happened, and "are we being acquired?" is a rumour that costs you good people.
Your first move: reply light, then do your homework
The reply is easy. Keep it short, warm, and empty:
Thanks for reaching out—always good to hear who's looking at the space. We're heads-down building and not running any process, but happy to hear what you had in mind.
Two sentences. Friendly, open, and it gives away nothing. Notice what it does: it makes them show their cards first.
Then, before you take any call, do the homework that changes every conversation after it—work out what they actually buy. Every serious acquirer has a mandate: the box they're mandated to shop in. It usually comes down to three things.
- Sector. What kind of businesses do they buy? Do you fit, or are you a curiosity?
- Size. Are they buying companies your size, or are you a rounding error—or a stretch—for them?
- Geography. Do they operate where you operate? Cross-border adds cost, tax and complexity that shapes any offer.
You can usually reverse-engineer all three from their website and their portfolio. Who have they bought? How big were those businesses? Where? A firm that only buys profitable industrials in North America is telling you something useful if you're a pre-profit software company in Australia. We keep a directory of acquirer profiles—who owns them, what they hold, how they buy, and what to do if they've approached you—built for exactly this moment.
Knowing the mandate does two things. It tells you whether this is even worth your time. And if it is, it tells you how to frame the one thing you'll share on the first call.
Take the first call—and speak in ranges
Say the mandate fits and you're curious. Take the call. But go in knowing what call one is for on their side: it's a triage.
On that first call, a buyer wants three numbers at a high level—revenue, profitability (usually EBITDA), and growth. They're not diligencing you. They're checking you against their mandate: are you the right size, growing the right way, profitable enough to matter or synergistic with another portfolio company. That's it.
So give them ranges, not exact figures. "We're in the eight-figure revenue range, growing north of 30% a year, comfortably profitable" tells them everything they need to decide whether to keep talking—and pins you to nothing. Exact numbers do the opposite. A precise figure on call one becomes the anchor every later conversation drifts back toward, and you'll have set it before you understood what your business is worth to this specific buyer.
Ranges keep you in the conversation without giving away the negotiation. That's the whole trick of the first call.
Reflect before moving forward
Before you take the next call—assuming the interest looks real—pause and think about two things.
- Are you actually ready to sell (or at least explore it properly)?
A second call is where this starts to become a process, not a curiosity chat. And a real process takes time, focus, and emotional bandwidth. If the honest answer is “we’re not even close,” that’s fine—just be clear with yourself, because otherwise you’ll get pulled onto their timeline.
- They’re going to try to pin you to a number. Don’t give them one.
The mechanics are covered above—don’t hand over a number.
It is smart to build an internal view of value—usually in multiples of EBITDA (if you’re profitable) or revenue (if you’re not). But that’s for you and your team. The buyer doesn’t get it yet.
If you’ve thought that through—and you’re comfortable continuing without naming a price—then take the next step.
What you’re reaching for is almost certainly the IKEA effect (we overvalue things we helped build), plus the closely related endowment effect (we overvalue what we own). In an M&A context it shows up as “emotional valuation”—a founder’s internal number reflecting effort, identity, risk, and sacrificed time, which often diverges from what buyers can justify from cashflows, risk, and comparable deals.
Before you share anything real: the NDA
If the ranges land and the interest looks genuine, they'll want more—actual numbers, customer detail, how the business really works. This is the moment to slow down, not speed up.
Before you share anything beyond high-level ranges, say some version of this:
If our profiles still look like a fit, then before we share more detail we'd want to put a mutual NDA in place.
Nothing about that is aggressive. It's what a prepared seller does. A real buyer expects it and won't blink. And an NDA should be signed before the second call, before any deeper information changes hands—not as a reflex because paper arrived, but as the gate between "polite curiosity" and "real conversation."
A few things to insist on: make it mutual (it protects your information and theirs), read the exclusivity language carefully (an NDA should not quietly stop you talking to anyone else), and if anything reads oddly, that's exactly what an advisor or lawyer is for. The NDA is the first document in the whole process where their interests and yours are written down side by side. Treat it as the signal it is.
Then the road forks
Once you've traded ranges and, if it's warranted, signed an NDA, one of two things happens.
If they pass
Plenty of approaches end here, and it usually isn't personal. You didn't fit the mandate, or the timing was wrong, or their fund is chasing something else this quarter. This is not a door slamming—it's a door left ajar.
Keep a light relationship going, sized to the fit. If they were a genuinely strong match, a note every few months keeps you on their radar. If it was a loose fit, a yearly check-in is plenty. Mandates shift. Funds raise new vehicles, strategics change strategy, and the buyer who passed on you this year can be the motivated one next year—now already familiar with your name. A pass is just information with a long shelf life.
If they want to keep going—get someone in your corner
If the interest is real and they want to proceed, this is the moment most founders get wrong. They keep negotiating solo, one-on-one, flattered to be wanted—against a counterparty who buys companies for a living.
If they send you an RFI (a Request For Information), stop dead in your tracks.
Get an advisor. Us, or someone else—the point is that you have one.
Here's the part buyers won't tell you: they hate it when you bring in an advisor. Not because it's unfair, but because it levels the floor. A buyer knows the legal ins and outs, the terms that quietly move value, the playbook that gets them the best deal. On your side of the table, this is your first time. An advisor makes it pro versus pro instead of pro versus first-timer.
And here's the counterintuitive bit: even though a good advisor usually means the buyer pays more, the serious ones quietly prefer it. A represented seller runs a cleaner, faster, more predictable process. The awkward conversations go through someone else. The deal is less likely to fall over at the last minute. Professionals like transacting with professionals—it just goes more smoothly.
What a good advisor actually does
The first job isn't to run a process. It's to read the buyer.
A good advisor assesses intent—are they a serious acquirer with capital and a real thesis, or a tyre-kicker, or a competitor fishing? Then, with that read, you make the real decision:
- Proceed exclusively with this one buyer. Sometimes the fit is obvious, the price is strong, and a quiet bilateral deal is the right call.
- Run a full process. Bring other credible buyers to the table so this one isn't negotiating in a vacuum.
The full process is usually where value shows up. One buyer sets their own timeline and their own price; several buyers who know they're not alone behave very differently. Competition, not conversation, is what moves the number. That's the whole idea behind strategic sale planning—warming up a field of the right buyers so that when you sell, you're not taking the first hand that reaches out; you're choosing from several.
An inbound approach can be the spark that starts a real process. It rarely should be the entire process.
Now—work out what you'd actually want
Somewhere before you're deep in negotiation, and ideally before the first serious call, answer the questions the buyer will happily answer for you if you don't.
- What number would genuinely change your life? Not a fantasy figure—the one that makes the years worth it.
- What happens to your team? For many founders this decides the deal as much as the price.
- Do you want to stay on, or is a clean handover the point? Earn-outs, lock-ins and staying to run the thing all flow from this answer.
- Why are you even entertaining this? "Because they emailed" is not a reason to sell a company.
If you can't answer these, you're not ready to negotiate—which is completely fine, as long as you know it. A buyer who senses you haven't decided what you want will happily frame all of it for you, in their favour.
If it goes further—the shape of the whole process
A real process has a shape, and knowing it beats learning it live. The rough sequence:
- The call leads to a request for numbers.
- Numbers lead to an NDA.
- Then an information memorandum—the document that lays out your business properly.
- Then an MOU or LOI—which feels like a finish line and is actually a leash, because the binding bit is usually exclusivity.
- Then diligence, where their team goes through everything you've ever signed.
- Then the mechanics that decide what you actually bank: completion accounts versus a locked box, what happens to your ESOP, and who keeps the cash the business makes between handshake and close.
Every step of that was designed by people who run it weekly. None of it is hostile—it's just their home ground. The counterweight is preparation and competition: a seller who knows their number, knows the buyer's playbook, and has more than one interested party is playing an entirely different game. The full walk-through is in what selling your company actually looks like.
The honest bit
Sometimes the right answer to an approach is "not now." If the business is compounding and you haven't prepared for a sale, a cold inbound on someone else's timing is rarely the best exit you'll ever get. The best deals tend to go to founders who started warming up their buyers a year or more before they sold—which is the entire logic of planning a sale rather than answering one.
But an approach is information, and it's free. Someone is mapping your market and you're on the map. Whatever you decide, you now know something worth knowing.
The quick decision guide
| The situation | What to do | Why it works |
|---|---|---|
| The email lands | Reply in two sentences, share nothing | An approach isn't an offer—slow costs you nothing |
| Before any call | Look up what they buy: sector, size, geography | If you're not a fit, you stop wasting time now |
| First call | Give ranges, not exact numbers | A precise figure becomes the anchor you negotiate against |
| They want real detail | Ask for a mutual NDA first, before call two | Detail is leverage—don't hand it over unprotected |
| They pass | Stay in light, fit-sized touch | Mandates shift; today's no is next year's motivated buyer |
| They want to proceed | Bring in an advisor before you negotiate | You do this once; they do it every week |
| One buyer, no competition | Consider running a full process | Competition, not conversation, moves the number |
| You're not ready, or unsure | It's fine to say "not now" | The best exits are planned, not answered on someone else's timing |
Questions founders actually ask
You can—real buyers come back. But a two-sentence reply costs nothing and keeps the door open without giving anything away. Silence and "tell me more, no promises" are both fine. Sending your P&L is not.
No. Take it if you're curious—listen more than you talk, ask who they've bought and why, and share nothing you wouldn't put on your website. "We're not running a process" is a complete sentence.
High-level ranges only: roughly where your revenue sits, that you're growing (banded, not pinned), and whether you're profitable. That's all a buyer needs to triage you against their mandate. Exact figures wait until there's an NDA and a real reason to share them.
It means their process has a step called NDA. Sign one when it's been reviewed, when it's mutual, and when there's a real reason to share something—not as a reflex because paper arrived. And read the exclusivity language before you sign.
A number offered before any diligence isn't an offer—it's an anchor. Stay curious without committing: "Interesting. We're not running a process, but if that changes we'll come back to you." A real buyer's number survives that answer.
A willing buyer is exactly when an advisor earns their keep. The buyer negotiates deals for a living; without someone on your side it's pro versus first-timer. An advisor reads the buyer's intent, decides whether to run a competitive process, and handles the terms that quietly move value—usually paying for themselves several times over.
Look at what they own and what happened after they bought it. Talk to a founder they've acquired. Start with our acquirer profiles—who owns them, how they work, and what to do if they've approached you.
Then don't. "Not now" is a real answer, and a cold approach on someone else's timing is rarely your best exit. If the interest was genuine, keep a light relationship going—and if you think a sale is somewhere on the horizon, that's the moment to start planning it rather than waiting for the next inbound.
You'll sell this company once. The email in your inbox doesn't change that—it just starts the clock on how well you do it.
The truth, first.