A business owner reviewing an unexpected offer letter with caution, symbolizing skepticism about unsolicited buyers.

What to Do If You Receive an Unsolicited Offer for Your Business

If you own a profitable small business, chances are you've received an unexpected email at some point that reads something like:

"We’re interested in acquiring your company. Are you open to a conversation?"

For many owners, the first reaction is skepticism. Is this buyer serious? Do they have the capital to close? Are they fishing for info? How did they get this number?

That reaction is fair. While unsolicited offers can feel flattering, most don’t result in a completed transaction. But with the right approach, inbound buyer interest can become the starting point for a competitive sale process that protects your value and gives you options.

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1. Why Do Buyers Send Unsolicited Offers?

Inbound interest typically comes from one of three groups:

Strategic buyers such as competitors or industry players looking for expansion.
Private equity or search funds that specialize in acquisitions.
Entrepreneurial buyers who are curious about acquiring business but (potentially) lack financing or experience.

The challenge is separating real buyers from tire-kickers. That’s rarely obvious from the first email.

2. Why Most One-Off Deals Fail

Even when the buyer is legitimate, one-on-one deals often collapse before closing. Common reasons include:

The buyer cannot secure financing.
Due diligence uncovers risks or inconsistencies.
The buyer changes terms late in negotiations.
Misalignment on the future of employees or customers.

Owners who spend months negotiating with one party often end up frustrated and have to restart the sales process back at square one.

3. Healthy Skepticism vs. Missed Opportunity

It is smart to be cautious. Many unsolicited offers will not go anywhere. But dismissing all inbound interest can mean missing out on genuine buyers who are willing to pay a premium.

These offers should be treated as signals, not done deals. If one group shows interest in your business, others likely will too. Use this opportunity to start building your "exit checklist" and proactively address potential questions or concerns buyers might raise.

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4. The Power of a Competitive Process

The best outcomes happen when multiple qualified buyers are at the table. This creates:

Clear separation between serious buyers and pretenders.
Competitive tension that drives up value.
Leverage to secure stronger terms, not just a higher headline price.

This is why owners who work with an M&A advisor almost always achieve a better outcome than those who negotiate alone.

5. Breakwater’s Approach to Inbound Buyers

Some owners hesitate to call an advisor if they already have a buyer in hand. At Breakwater M&A, we do things differently.

If you bring us a buyer you are already in conversations with, we will reduce or eliminate our success fee if we can’t find you a better offer from another buyer. At the same time, we run a structured process that introduces additional buyers and ensures you do not leave money on the table - our services include:

Professional buyer presentations that highlight your company's strengths and growth potential, reducing time spent in explanatory legal meetings
Secure data room setup and management that organizes all critical documents in advance, streamlining due diligence and minimizing attorney hours
Expert LOI negotiation facilitation that addresses potential deal-breakers early, preventing costly legal revisions later
Due diligence coordination that anticipates buyer questions and prepares responses, reducing back-and-forth with legal counsel
Transaction documentation guidance that helps you understand key terms before involving attorneys, focusing their time on high-value activities

This way, you benefit from the inbound interest while still gaining the protection and leverage of a professional process (while we help you keep your legal fees down).

6. Protect Confidentiality and Positioning

Sharing information too freely with unsolicited buyers can create risks. An advisor ensures that details are released only under NDA and presented in the strongest light possible. This preserves confidentiality while helping buyers see the true value of your business.

Get a Free 2nd Opinion on Your Offer

Skepticism about unsolicited offers is natural and often well-placed. Many of these buyers are not in a position to close, and even serious ones frequently fail to follow through.

But inbound interest can still be valuable. With the right process, you can turn a cold email into a competitive auction that maximizes certainty and price. And if the original buyer is the right fit, you'll know with confidence—and benefit from Breakwater's reduced fee structure.

Want a 2nd opinion on the offer you received? We are happy to provide you a FREE valuation to get started.

Book your confidential call with the Breakwater M&A team HERE.

FAQs: Are unsolicited offers to buy my business usually serious?

Not always. Many inbound offers come from buyers testing the waters without real financing in place. Some are strategic buyers or private equity firms, but many are individuals who are not able to close. That’s why skepticism is smart.

Why do most one-off deals fail?

One-off deals often collapse during due diligence or financing. Without competitive tension, buyers may also change terms at the last minute. A structured process with multiple bidders creates stronger deal certainty and value.

How can I tell if a buyer is legitimate?

A qualified buyer will have access to capital, a clear acquisition strategy, and experience closing deals. Advisors like Breakwater can quickly separate real buyers from pretenders through vetting and structured outreach.

Should I negotiate directly with an unsolicited buyer?

You can start the conversation, but negotiating alone is risky. Without benchmarks or competition, you risk underselling your business. It’s better to let an M&A advisor manage the process to ensure you don’t leave money on the table.

What happens if I already have a buyer?

That’s a great starting point. At Breakwater, we reduce our fee on buyers you’ve already identified, while still running a competitive process around them. This ensures you capture full market value without paying unnecessary fees.

How do M&A advisors add value if I already have an offer?

Advisors bring in additional qualified buyers, create competitive bidding, and manage negotiations to secure better price and terms. Studies show that sellers who work with advisors often achieve up to 25% more value than those who sell alone.

What risks come with sharing information directly with a buyer?

Without safeguards, you risk disclosing sensitive financials or operations too early. Advisors control confidentiality with NDAs and position your business in the best light so you maintain leverage throughout the process.

When is the right time to respond to an unsolicited offer?

It depends on your goals. If you’re considering selling in the next 1–2 years, an inbound offer can be the perfect trigger to explore options. Even if you’re not ready to sell now, talking to an advisor early helps you prepare to sell on your terms later.

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What to Do If You Receive an Unsolicited Offer for Your Business