The situation
A founder reached out after a strategic buyer made an unsolicited offer for the business. It was flattering — the first time anyone had put a real number on a company he’d spent a decade building — and the temptation to sign quickly was strong.
But the situation had every classic sell-side risk built into it:
- One buyer, no leverage. A single interested party sets the price, the pace, and the terms.
- No independent view of value. The founder had nothing to judge the offer against except the buyer’s own number.
- Numbers that weren’t deal-ready. Owner add-backs, related-party costs, and customer concentration were real but undocumented — exactly what a buyer chips away at in diligence.
- The founder negotiating alone, while still running the company, against an acquirer who does this for a living.
- Pressure to sign exclusivity early — which would have handed all the remaining leverage to the one buyer at the table.
The goal wasn’t “sell fast.” It was simpler and harder: find out what the business was really worth, and only then decide whether to sell — and to whom.
How we approached it (step by step)
We treated the offer as a signal of value, not a verdict on it.
1. Exit readiness & a clean financial story
We normalized EBITDA (owner add-backs, one-offs, related-party items), built a defensible three-year view, and documented the things every buyer probes — customer concentration, key-person dependency, contract renewals, and working-capital needs. The value you protect in diligence is value you’ve already created.
2. An honest valuation range
We triangulated comparable transactions and earnings multiples for the sector and size in the GCC, and gave the founder a grounded range — not the single anchored number the buyer had offered. That reframed the whole conversation from “is this offer good?” to “here’s the range, and here’s where this offer actually sits.”
3. Positioning & the buyer universe
We built a tight, confidential teaser and information memorandum that told the equity story — not just the financials — and mapped a short list of credible acquirers, both strategic and financial, well beyond the original bidder.
4. A discreet, controlled process
We ran a quiet, parallel process so the founder kept leverage and confidentiality — staff and customers undisturbed. Clear milestones and a defined timeline meant no single buyer could dictate the pace, and information flowed through a structured data room rather than ad-hoc emails.
5. Diligence management & negotiation
We prepared the founder for diligence, fielded buyer questions, and kept momentum across parties. Critically, we negotiated the whole deal, not just the headline price: cash vs. earn-out, reps and warranties, the working-capital peg, the transition period, and the founder’s role after close.
Results
- The field went from one bidder to several credible parties — real competitive tension, for the first time.
- Headline value improved materially versus the original unsolicited offer (illustrative ~20–30%).
- Terms improved, not just price: more cash up front, a fairer earn-out, and cleaner warranties.
- The founder kept control of pace and confidentiality throughout — and chose the outcome on his own terms, not the first buyer’s.
Key takeaways
- The first offer is an anchor, not an answer. An unsolicited approach proves there’s value; it doesn’t measure it.
- Competition is the founder’s best friend. Even a small, discreet field of credible buyers changes the entire negotiating dynamic.
- Get diligence-ready before you go to market. Buyers discount surprises — and reward businesses that are clearly run.
- Terms can matter as much as price. Earn-outs, warranties, and working-capital mechanics quietly move millions.
If you’ve had an approach — or you’re just starting to think about an exit — this is exactly the kind of process we run for founders: preparing the business, testing the market properly, and protecting value all the way through to close.