Dallas–Fort Worth · Valuation
Who can help me evaluate an unsolicited offer for my Dallas company?
How to read an unsolicited offer term by term, test it against the market, and decide what to do next.
By Michael D. Rubin, CEO & Founder · September 2026 · 922 words
An independent sell-side M&A advisor, working alongside your transaction attorney and CPA, is who should help you evaluate an unsolicited offer for your Dallas company. MDR & Associates does this for owners across DFW: we review the offer, compare it with what your company could bring in a competitive sale, and tell you honestly whether it is worth pursuing. An unsolicited offer is one you did not ask for, usually a letter, call or email from a competitor, a private equity group or an individual buyer.
Getting one is flattering. It is also the moment when an owner is most likely to give away information and leverage without meaning to.
First, do not answer the price question
The buyer who approaches you has chosen the timing, done some homework, and is hoping to buy without competition. Before you reply, avoid three common mistakes: sharing financial statements without a signed confidentiality agreement (an NDA, a contract that forbids the buyer from using or disclosing what you share); naming a price you would accept; and letting the buyer talk to your managers or key customers.
A polite, noncommittal reply buys you time. Something as simple as thanking them and saying you will come back to them after reviewing it with your advisors is enough. If the approach came by phone, the same rule applies: listen, take notes, ask what they have in mind, and promise nothing.
What is actually in the offer
An offer is more than a number. A letter that says $8 million can be worth far less once the terms are read. Break it into its parts and ask the question in the right-hand column for each. Pay special attention to anything paid later or subject to conditions: money at closing is certain, and everything else carries some risk that it never arrives. The site's long read, how to evaluate an unsolicited offer, goes through these in more detail.
| Term | What it means | Question to ask |
|---|---|---|
| Headline price | Total value the buyer proposes | Is it for the company debt-free and cash-free? |
| Cash at closing | Money wired to you on closing day | What share of the price is this? |
| Seller note | Part of the price you lend the buyer, repaid over time | What interest, term and security? |
| Earnout | Payment later, only if targets are hit | Who controls the numbers that decide it? |
| Working capital peg | Receivables and inventory you must leave in the business | Is it based on your normal levels? |
| Your role after closing | Consulting or employment period | How long, and is the pay part of the price? |
| Conditions | Financing, due diligence, approvals | Does the buyer already have the money? |
Then compare it with what the market would pay
The real question is not whether the offer looks good on its own, but whether it beats what a structured, competitive process would likely produce. That needs a grounded view of value. For companies in the $3 million to $100 million revenue range, MDR most often sees prices between three and seven times adjusted EBITDA. EBITDA is earnings before interest, taxes, depreciation and amortization; adjusted means it is recast to remove one-time and owner-specific costs. Where your company falls depends on growth, margins, customer concentration and how much it depends on you.
If the unsolicited offer sits near the top of your realistic range, with clean terms and a buyer who can fund it, it may deserve serious attention. If it sits in the lower half, it is usually an opening bid from someone who hopes you will not test the market.
Check the buyer as well as the offer. Ask whether it has bought companies before, how it will pay, and whether a lender still has to approve the deal. An offer from a buyer who cannot close is worth nothing, however high the number.
Your three honest options
Which option is right depends less on the number than on your plans. An owner who wants to retire within a year treats an offer differently from one who wants to stay five more years. Decide what you want first, then judge the offer against it, and reply in writing only once you have decided.
- Decline politely. You are not ready to sell, and nothing is lost. Keep the letter; it tells you someone is interested.
- Negotiate with this one buyer, with an advisor. Sometimes the buyer is clearly the best fit and time matters. You still need a valuation and someone to handle the negotiation for you.
- Use the offer as the starting point for a confidential sale. Invite the buyer into a process where other qualified buyers are also invited. A serious buyer usually stays, and the price then reflects competition rather than a single bid.
How MDR & Associates handles an unsolicited offer
We start with a free, confidential discovery meeting, review three years of financials, and give you an opinion of value as a low-to-high range. We read the offer with you, term by term, and bring in your attorney and CPA on the legal and tax questions, which are theirs to decide. If you choose to go to market, we run our ten-step process and negotiate several letters of intent at the same time, with a principal of the firm in every negotiation.
We are based in Frisco and work with owners throughout Dallas; see the Dallas page and the Dallas contact page. If an offer is sitting on your desk now, the most useful first step is to contact us before you reply to the buyer.
Where this fitsDallas business brokers and M&A advisors →