Austin · Valuation
Who can evaluate an unsolicited offer for my Austin company?
What to do, and not do, when a buyer approaches your Austin company unasked, and who can judge whether the offer is fair.
By Michael D. Rubin, CEO & Founder · September 2026 · 836 words
An experienced sell-side M&A advisor is the right person to evaluate an unsolicited offer for your Austin company, and MDR & Associates will review one confidentially and tell you how it compares with what the market is likely to pay. Your CPA and transaction attorney should look at the tax and legal terms. Our corporate office is in Frisco; for Austin owners we come to you. The first rule while you get advice: do not give the buyer a number, sign anything or share financial statements yet.
An unsolicited offer is an approach you did not ask for, often from a competitor, a private equity group or an intermediary acting for a buyer. It can be a real opportunity. It is also, by design, a way for the buyer to negotiate before anyone else is involved.
Why a single buyer's first offer is rarely its best
A buyer who approaches you alone faces no competition. It usually knows more about deals than you do, and it has already decided your company is worth pursuing. Its offer is normally set at a level it is comfortable with, not the most it would pay. That is not dishonest; it is negotiation. But it means the offer shows you the floor of what one buyer will pay, not the value of your company.
Buyers also tend to approach when it suits them: after a strong year for your company, when they need capacity or territory, or when they have money to put to work. The timing that suits the buyer is not always the timing that suits you, which is one more reason not to rush.
Five questions to answer before you respond
Our longer guide on how to evaluate an unsolicited offer walks through each of these in more depth.
- Who is the buyer, really? An operating company, a private equity group, an individual, or an intermediary fishing for companies to represent?
- Can it pay? Ask how the purchase would be financed. Proof of funds should come before your financials.
- What exactly is offered? A number in an email is not an offer. Look for cash at closing, any earnout (part of the price paid later if targets are met), seller financing, and what happens to you and your employees.
- What does it want from you now? Exclusivity, meaning a promise not to talk to other buyers, is worth a great deal to a buyer and should never be given away early.
- How does it compare? Against a market-based opinion of value, and against what other buyers would pay if asked.
How the offer is compared with market value
Adjusted EBITDA is earnings before interest, taxes, depreciation and amortization, adjusted for owner perks and one-time costs. Company value is most often three to seven times adjusted EBITDA for a business in the $3 million to $100 million revenue range. Where your company should fall depends on its growth, margins, customer concentration and management depth. The working capital peg is the normal level of receivables plus inventory minus payables that must stay in the company at closing.
| Check | What we look at | Why it matters |
|---|---|---|
| Earnings basis | Which earnings figure the buyer used, and whether add-backs were counted | An offer based on unadjusted profit may understate value |
| Implied multiple | The price divided by adjusted EBITDA | Shows where the offer falls against the market range |
| Structure | Cash at closing, earnout, seller note, equity rollover | A headline price can include money you may never receive |
| Working capital | What must be left in the company at closing | A high peg quietly lowers the price |
| Terms on you | Non-compete, employment period, transition duties | Your time and freedom have value too |
Protect yourself while you decide
If you keep talking, ask the buyer to sign a confidentiality agreement, called an NDA, before you share anything. Do not tell employees or customers. Keep the business running as usual. And do not let a deadline set by the buyer rush you; a serious buyer will wait a few weeks while you get advice.
If the offer is attractive, you have two paths. You can negotiate with that buyer alone, with an advisor on your side. Or you can treat the approach as a sign that the market is interested and invite other qualified buyers to compete. Many owners find the second path gives a better result, and the original buyer often stays in the process.
What we do when an Austin owner receives an offer
We review the offer and your last three years of financials, give you a confidential opinion of value, and tell you plainly whether we think the offer is fair. If you decide to sell, we can bring the original buyer into a process with other buyers and negotiate multiple letters of intent at the same time. Our fee is a success fee paid only if the company sells; see how our fees work. See our Austin page, contact us about the offer, or get a free valuation snapshot to compare against.
Where this fitsAustin business brokers and M&A advisors →