Who can value a Houston company before I respond to a buyer?

By Michael D. Rubin, CEO & Founder · September 2026 · 820 words

A sell-side M&A advisor such as MDR & Associates can give you a free, confidential opinion of value for your Houston company after reviewing three years of financials, so you know what the company is worth before you answer a buyer. You do not have to respond to a buyer's approach right away, and you should not name a price before you know your range. Our advisors come to you.

This article is about one specific situation, an unexpected buyer: what to do first, what to say, and what the valuation should tell you.

First, slow down

An unsolicited approach, whether a letter, a call from a private equity group or an offer from a competitor, is flattering, and it often comes with a sense of urgency. The urgency is usually the buyer's, not yours. A polite, noncommittal reply buys you time: thank them, say the company is not actively for sale, and say you would consider a serious proposal. Do not share financials, name a price or agree to talk exclusively at this stage.

If the buyer presses for a quick answer, that is information too. A serious buyer that wants your company will wait a few weeks for you to get proper advice.

What not to say to the buyer

• A number. The first figure spoken tends to become the ceiling.
• Why you might want to sell, such as retirement, health or burnout. It tells the buyer you need the deal.
• Anything confidential before they sign a confidentiality agreement.
• That you will talk only to them. Even if you end up doing so, do not promise it.

If the buyer is a competitor

Approaches from competitors need extra care, because the information you share could be used against you if no deal happens. Get a confidentiality agreement that also bars them from soliciting your employees and customers. Release information in stages: summary financials first, customer names and pricing only much later, and sometimes only to the buyer's outside advisors rather than its own staff. Keep in mind that some approaches are partly fact-finding. A valuation in hand before you respond helps you judge quickly whether the interest is serious enough to justify any disclosure at all.

What a pre-response valuation should tell you

• Your range. A low-to-high estimate of what the company would sell for in a competitive process. For companies with $3 million to $100 million in revenue, that is most often three to seven times adjusted EBITDA: earnings before interest, taxes, depreciation and amortization, restated to remove your personal and one-time expenses.
• Where the buyer's number sits against that range, if they have named one.
• What kind of buyer this is, and whether others like it, or different buyers who could pay more, are likely to exist.
• The terms that matter, such as how much would be cash at closing versus seller financing or an earnout, which is a payment made only if future targets are met.
• What could lower the number, so you know what the buyer will focus on in due diligence.

Your three options once you know the range

Once you know your range, you can decline, negotiate with this buyer alone, or use the approach as a reason to test the market. Declining is right if the timing is wrong or the offer is far below value. Negotiating alone is quicker but hands the advantage to a buyer who knows it has no competition. Testing the market, meaning a confidential process in which several qualified buyers make offers at the same time, usually gives you a better price and a benchmark for the first buyer's offer. The original buyer can still take part.

Our long read on how to evaluate an unsolicited offer covers that decision in more depth, including how to compare a single offer against what a wider process might produce.

Opinion of value or formal valuation?

For deciding how to answer a buyer, a free opinion of value from an advisor that sells companies is usually enough, and it does not require a long engagement. A formal third-party valuation, a written report prepared under appraisal standards, makes sense if partners disagree about value or a lender or court will rely on the number. MDR offers both; the differences are on our business valuation page.

How MDR & Associates handles an unexpected offer

If you have a buyer's letter in hand, we sign a confidentiality agreement, review three years of financials, and meet you at your Houston office or somewhere discreet to give you our opinion of value and our view of the buyer. If you decide to go further, we can run a confidential process that brings in other qualified buyers alongside the first, on a success fee owed only if the company sells. More on our Houston page and the Houston contact page. If the letter is already on your desk, start with the free valuation snapshot today.

Where this fitsHouston business brokers and M&A advisors →