The call feels like validation. It isn’t.
When a PE firm or strategic acquirer calls you out of the blue, your first reaction is usually some version of: they found me, so I must be doing something right. That part is true. You are doing something right. The business is real, the market is active, and buyers are paying attention.
But the call is not an offer. It is the opening move in a negotiation that started before you picked up the phone.
The buyer has done their homework. They know your revenue range. They have a model that tells them what the business is worth to them — and what it would cost them to overpay. They have done dozens of these conversations. They know which founders are excited by the attention, which ones are unsophisticated about deal structure, and which ones are going to ask hard questions.
Most founders who take that call go into it thinking they are evaluating a buyer. They are actually being evaluated — and the evaluation started the moment you said hello.
One buyer means no market.
The fundamental problem with taking a single unsolicited offer directly to term sheet is this: you have no idea what you left on the table. Not just money — structure, earnout exposure, working capital adjustments, rep and warranty terms, what happens to your employees after close, whether you can negotiate a lease guarantee, how long you are locked in.
Deal mechanics are designed to optimize for the buyer. Every clause they put in front of you was drafted by lawyers who do this full time, advised by bankers who have seen every version of this transaction. They know where the leverage is. Most founders are reading the document for the first time.
A real process changes the dynamic. When multiple buyers are competing, you have information. You know what the market actually pays. You know which buyers are aggressive on price but punitive on structure. You know which ones have a track record of closing and which ones re-trade at the finish line.
That information is worth more than most people realize — not just for this deal, but for understanding what you have built.
The conversation I have the most.
The hardest conversation I have is not with founders who are undecided about whether to sell. It is with founders who have already been talking to a buyer for three months, gotten emotionally attached to the relationship, and are now asking me to tell them the offer is good.
Sometimes it is. More often, it is a fair offer — in the sense that the buyer will close — but not a market offer. There is a version of the deal, with a real process, where more of the value stays on your side. And we do not know that because there was no process.
By the time I get that call, the founder is tired, they have already disclosed more than they should have, and walking away from the relationship feels harder than it should. The buyer knows this. They have been counting on it.
What to do when the call comes.
Talk to someone before you talk back to them. You do not need to have a process underway. You just need 45 minutes with someone who has been in these rooms before and can tell you what the call actually means, what the offer will probably look like, and whether you want to run a competitive process or negotiate directly.
That conversation costs you nothing. What you find out might change everything.
I am happy to be that conversation.
Josh Gladtke is Managing Director and Partner at Good Hope Advisors. He advises founders in HVAC, plumbing, landscaping, electrical, and roofing through the sale of their businesses.