Someone wants to buy my business: how to evaluate an unsolicited offer
When someone makes an unsolicited offer to buy your business, do not share financials or sign anything yet. Ask for a written summary of the buyer, structure and funding, bring in your M&A advisor, attorney and CPA, and apply the same discipline to any unsolicited offer for your company's data.
What should you do when someone makes an unsolicited offer to buy your business?
Do not answer the offer on the spot, and do not share financials, customer lists or system access. Acknowledge it politely, ask who is behind it, and bring in an M&A advisor, your attorney and your CPA before any substantive conversation. Unsolicited offers are often a prompt to find out what the business is worth, not a bid worth accepting, and the same discipline applies when someone offers to buy your company's data.
First 72 hours: a response sequence
The first reply sets the tone for everything after it. Work through these steps in order.
- Say little. Thank the sender, say the board or owners review all inquiries, and ask for a written summary of the buyer, the structure and the rough range.
- Do not sign anything yet. An NDA is reasonable only after you know who the buyer is and what they will be allowed to do with what you share. Have your attorney review it, especially non-solicit and standstill terms.
- Tell a small circle. Your attorney, CPA and, if you have one, your board or co-owners. Employees and customers hear nothing until you decide.
- Check the sender. Is it a strategic buyer, a private equity sponsor, a search-fund buyer, a broker fishing for a listing or a lead generator? Ask for proof of funds or a named capital source.
- Decide what you want. A sale, a minority recapitalization, a succession plan or just a number to benchmark against. If the honest answer is "I am not sure," read am I ready to sell my business before replying again.
How do you tell a real buyer from a fishing expedition?
Sort the approach by what it contains, not how flattering it sounds.
| Signal | Likely real | Likely fishing |
|---|---|---|
| Identity | Named firm, named principals you can verify | "A client of ours" with no name |
| Funding | Specific capital source or fund | Vague "we have the resources" |
| Specificity | References your actual products, customers or geography | Generic template language |
| Ask | A call with the owner, then a written indication of interest | Immediate request for financials and customer list |
| Exclusivity | None at the start | Wants a no-shop before you have seen terms |
| Pressure | Gives you time | "Offer expires this week" |
Treat a request for detailed financials before any indication of price as a warning. Information is leverage, and you only share it with a buyer who has earned it.
What does the offer need to say before you evaluate it?
A number alone is not an offer. Ask for a written indication of interest covering these points, then have your advisor compare them.
- Price and what it is based on (multiple of what earnings measure?)
- Cash at closing versus seller note, earnout or rollover equity
- Treatment of working capital, debt and cash
- What you are expected to do after closing and for how long
- Exclusivity period and conditions to close
- Employees, locations and brand commitments
- What happens to your records, systems and archives after closing
The last item is the one owners skip. In an asset sale, records can move to the buyer, and any later licensing option goes with them. See seller's regret for how that plays out.
Who should review it with you?
You need three kinds of help, and each answers a different question.
| Advisor | Question they answer |
|---|---|
| M&A advisor or broker | Is this price and structure in line with what the market would bear? |
| Transaction attorney | What are the legal terms and what am I giving up? |
| CPA or tax adviser | What do I keep after tax, and does the structure change that? |
| Valuation analyst | What is the business worth on its own numbers? A business appraiser can give an independent view |
Advisors may charge fees or work on success fees. Ask each how they are paid before you rely on their opinion.
How should you treat an unsolicited offer for your data?
The same rules apply, and they matter more because the request is less familiar. If someone approaches you offering to buy or license your company's records, do not send samples, exports or access. Ask who the buyer is, what they will use the data for, what rights they want and for how long, and whether the license is exclusive. Check that your own contracts, privacy policies and employee notices allow the use, because records about your customers or clients may not be yours to license.
A legitimate data transaction has a written agreement before anything moves, agreed redaction rules and a price that does not depend on a separate fee schedule. SourceX works this way for companies that apply: the company keeps ownership, data is licensed rather than sold, nothing is binding until the company agrees price and terms and signs, and the company receives one all-in price with SourceX's fee included. Companies with 50+ full-time employees at peak (contractors excluded) and several years of records can check fit with the company fit checker, and the who qualifies page lists the baseline.
What if you are interested but not ready?
An offer you do not want can still be useful. You learn that someone values your company, and you can ask your advisor what you would change to sell for more later. If the real issue is fatigue rather than price, tired of running my business covers options short of a sale. If an owner's death or incapacity is behind the thinking, read what happens to a business when the owner dies.
Common mistakes
| Mistake | Why it hurts | Fix |
|---|---|---|
| Replying with financials the same day | You lose leverage and may reveal strategy | Hold information until an indication of interest names a price range |
| Signing an exclusivity letter early | You cannot talk to other buyers | Agree exclusivity only with a signed term sheet and a short period |
| Telling staff or customers | Rumors spread and key people leave | Keep a small circle until a decision |
| Ignoring records and systems | Archives may be shut down or transferred in the sale | Add records ownership to your list of terms |
Next step
Write down what you would need to see before replying to the next approach, and ask your advisor to review it. If you advise owners who receive these approaches, register as a partner to introduce companies whose records may qualify, or have the owner check fit directly at sourcex.si/apply.
- Step 1Share your linkSend your personal link to a company you know.
- Step 2Company appliesThe company applies itself at /apply.
- Step 3Buyer selects and paysThe buyer selects and pays for the data and SourceX receives its fee.
- Step 4You get your rewardYour share of SourceX fees becomes payable.
Common questions
Should I sign an NDA with an unsolicited buyer?
Not before you know who the buyer is and what they intend to do with what you share. Ask for a written summary first, then have your attorney review the NDA, paying attention to non-solicit, standstill and residuals clauses. Share only what is needed at each stage, starting with summary information rather than detailed financials.
How do I find out what my business is worth after an offer?
Ask an M&A advisor for a market view and, if you want an independent number, a business appraiser or valuation analyst. Compare their view of value with the offer's price, structure and terms. A headline number with a large earnout or seller note can be worth much less than all-cash.
Is an unsolicited offer a sign my business is for sale?
No. It is a signal that someone sees value, nothing more. Many owners decline, and some use the approach to benchmark value or start succession planning. You can say no, say not now, or ask your advisor to run a proper process.
Can I license my company's data instead of selling the company?
Some companies do. A data license lets the company keep ownership and operate normally while granting a buyer defined rights for an agreed term. It requires rights to the data, 50+ full-time employees at peak with contractors excluded, and an authorized sponsor. Nothing is binding until the company signs.
What should I do if the approach comes from a broker, not a buyer?
Ask whether they represent a named buyer or want to list your company. A broker seeking a listing is selling their services. Check how they would be paid, whether they require an exclusive engagement and what their track record is with companies your size before replying with any information.
Related pages
- Am I ready to sell my business? A readiness self-check
- Regret selling my business: what owners wish they had checked before closing
- Referral opportunities for business appraisers and valuation analysts
- Check Company Fit for Data Licensing
- Which US businesses are a fit for a SourceX data licensing introduction
- Tired of running your business? Five options before you sell
Free resources
- Working capital calculator — Net working capital, current ratio and quick ratio.
- Due diligence checklist generator — A tailored document request list by deal type.
- Cash flow calculator — A 12-month cash forecast with shortfalls highlighted.
- All free tools · MCP resource center
By SourceX Partnerships Team · Published 2026-10-09 · Updated 2026-10-09
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