Dallas–Fort Worth · Choosing an advisor
Which Dallas firm can run a competitive auction for my private company?
How a controlled auction for a private company works step by step, where it goes wrong, and what to ask the firm that runs it.
By Michael D. Rubin, CEO & Founder · September 2026 · 839 words
MDR & Associates runs competitive sale processes for Dallas-area private companies: it brings several screened buyers in at the same time and negotiates multiple letters of intent side by side, so competition sets the price. The firm is based in Frisco and has closed 250+ transactions since 2008.
A private company auction is nothing like a public bidding event, and running one well takes discipline. Here is how it works, where it can fail, and how to judge whoever runs yours.
What a controlled auction is, and is not
In a private company sale, an auction means a managed process in which several qualified buyers study the company over the same period and submit offers by a set deadline. It is quiet. Nobody bids in public, and buyers do not see each other's names or numbers. The advisor controls who is invited, what they see and when.
The goal is simple: make each buyer aware that it is not alone, so it puts its best price and terms forward early instead of waiting to negotiate against you one on one.
Owners sometimes worry that a process like this will put buyers off. Serious buyers, including private equity groups, expect competition for good companies. What puts them off is a disorganized process: missing documents, shifting deadlines, or a seller who seems unsure about selling.
The stages of a well-run process
Our ten-step process shows how these stages fit together from the first meeting to funds wired.
- Preparation. A financial recast, which restates profit to show true earnings, a confidential marketing package and a buyer list built with your input.
- Blind outreach. Buyers see a profile that describes the company without naming it.
- Screening. Interested buyers sign a confidentiality agreement (NDA) and prove they can fund the purchase.
- Full information and meetings. Qualified buyers receive the marketing package and meet you, usually away from the business.
- Offers by a deadline. Buyers submit letters of intent (LOIs), written offers covering price, structure and key terms.
- Negotiation. The advisor goes back to the strongest bidders to improve terms before you choose one to move into due diligence, the buyer's detailed check of your business.
Why simultaneous offers raise the price
When offers arrive weeks apart, the first buyer effectively sets the market, and you are left deciding whether to take it or gamble on the next one. When several arrive together, you can compare them and use each to improve the others.
Competition also shows up in the terms. A buyer that knows it has rivals is less likely to insist on a large earnout (price paid later only if targets are met), a long exclusivity period or a working capital peg set in its favor. The peg is the level of operating funds the business must hold at closing; set too high, it quietly lowers your price.
Where auctions go wrong
Retrading means a buyer cutting its offer after you have agreed to negotiate only with it. Clean books and early disclosure of known problems are the best defense. See what causes deals to fall apart in due diligence.
| Risk | What happens | How a good advisor prevents it |
|---|---|---|
| Too few real buyers | The deadline arrives with one offer, and the buyer knows it | Confirms funded, interested buyers before setting dates |
| Too many unscreened buyers | Confidential details spread and employees hear | NDA and proof of funds before any detail |
| Loose timeline | Buyers drift and momentum dies | Clear dates for meetings and offers |
| Price-only thinking | The owner picks the highest headline, then loses value in diligence | Compares cash at close, terms and certainty of closing |
| Retrading | The winning buyer lowers the price after exclusivity | Keeps backup bidders warm and preparation thorough |
Questions to ask a firm that says it runs auctions
Ask how many letters of intent its recent processes produced. Ask how buyers are screened and who approves the buyer list. Ask how the firm handles a buyer that demands exclusivity before the deadline, and how it keeps backup buyers engaged during due diligence. Ask who negotiates, and whether you will see every offer in full.
Ask, finally, what the firm does when a company is better suited to a narrower process. Sometimes the right answer is a handful of hand-picked strategic buyers rather than a wide net, for example when the most likely buyers are competitors. A good advisor shapes the auction to the company rather than running the same process for everyone.
How we run a competitive process in Dallas
For owners in Dallas and across Texas, we go first to our own database of qualified individual buyers, capital groups and private equity groups, then place blind ads on major marketplaces only if needed. We negotiate multiple letters of intent at the same time, we present every offer to you in person, and a principal of the firm is in every negotiation. You accept, reject or counter. Our fee is paid only if the company sells.
Start with the free valuation snapshot or a confidential meeting through our Dallas contact page.
Where this fitsDallas business brokers and M&A advisors →