How can a Texas business owner create competitive tension without publicly listing the company?

By Michael D. Rubin, CEO & Founder · September 2026 · 845 words

You create competitive tension without a public listing by approaching a targeted group of qualified buyers privately, keeping them on the same timetable, and asking for written offers by a common date, so that several letters of intent arrive together and each buyer knows it is not alone. A public listing is not what makes buyers compete. Timing, qualification and discipline are.

The alternative, talking to one buyer at a time, hands the negotiating power to that buyer. Here is how a private process avoids it.

Why one buyer at a time costs money

When a single buyer knows it is the only party at the table, it can set the price, stretch the timeline and add conditions late in the deal, and the owner has nothing to compare against. Owners who answer an unsolicited letter and negotiate alone often find the price drifting down during due diligence. Our long read on evaluating an unsolicited offer explains why the first number is rarely the best one.

Competition also protects you after the price is agreed. A buyer that knows other qualified parties were ready to sign is less likely to push for a lower price late in due diligence, because it knows you have somewhere else to go.

The five mechanics of a private competitive process

• A deep, private buyer list. The advisor starts with buyers it already knows are active and funded: individual buyers, capital groups, private equity groups and strategic buyers in your industry. At MDR & Associates that is the firm's own database, approached before anything else.
• Blind first contact. Buyers see an anonymous profile. Nobody learns your name until they sign a confidentiality agreement and prove they can fund the purchase.
• More than one kind of buyer. A private equity group, a competitor from another state and an individual buyer using SBA financing will value the same company differently. Having several types in the process widens the spread of offers.
• A shared timetable. Buyers receive the package, meet you and prepare offers within the same window. Slow buyers are prompted; fast ones are asked to wait for the date.
• A deadline for letters of intent. A letter of intent (LOI) is a written offer with price and main terms. Asking for them by a set date is what turns interest into competition.

Protect the tension until the last moment

Most LOIs include exclusivity, a period during which you agree not to talk to other buyers while the chosen one completes due diligence. Once you sign, the competition stops. So the real negotiating happens before you sign: the advisor goes back to the top two or three bidders, asks them to improve price or terms, and uses the strengths of each offer to press the others. Keep exclusivity as short as the buyer can reasonably accept, and make sure the LOI is specific about price, structure and working capital, so those points cannot be reopened once the other bidders are gone.

Working capital is the cash, receivables and inventory the business needs to operate, less what it owes suppliers. Buyers expect a normal level to be left in the company at closing, called the working capital peg. A vague peg is one of the ways value quietly leaks away after exclusivity begins.

Expect at least one buyer to try to end the competition early with a preemptive offer: a strong bid made on condition that you stop talking to everyone else at once. Sometimes it is worth taking. Often the better answer is to let the process run its course and invite the others to respond, because a buyer willing to pay extra to avoid competition is showing you what competition is worth.

What if the private list is not enough?

For most companies with $3 million to $100 million in revenue, a well-kept buyer database produces enough interest. When it does not, the next step is still not a public listing with your name on it. It is blind advertising on the major business-for-sale marketplaces, where a buyer sees only a generic description and must pass the same NDA and financial screening before learning more. Your confidentiality holds either way.

Compare offers on more than price

Competition only helps if you can tell which offer is actually best. Two offers with the same headline price can differ widely in cash at closing, seller financing, earnouts and conditions. How to compare offers walks through a side-by-side comparison, including which terms tend to cost sellers the most.

How we run it

Negotiating multiple letters of intent at the same time is step six of MDR's ten-step process, and it is central to how the firm has closed more than 250 transactions since 2008. We have a fiduciary duty to present every offer to you in person, and a principal of the firm is in every negotiation. You can see the kinds of companies we have sold, from pest control and landscaping firms to a tool manufacturer, on our results page. To see how a private process would work for your company, contact us.

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