You Have a Buyer for Your Business – Now What?

By Michael D. Rubin, CEO & Founder · Updated September 2026 · 754 words

When a buyer shows serious interest, the work is just beginning: screen the buyer, see whether other buyers can compete, negotiate a letter of intent, get through due diligence and the purchase agreement, then close and hand over. Many sales that begin with an eager buyer never close, so hold the celebration until the funds are wired.

Owners approached directly by a buyer often feel pressure to move fast to keep that buyer happy. A serious buyer will wait a few weeks while you get organized; one who will not is worth questioning. Here is the sequence, and the decisions you will make at each stage.

Before any offer: check the buyer and widen the field

An interested buyer should sign a confidentiality agreement (NDA) and show it can pay before seeing detailed numbers. Find out what the buyer has run before, how the purchase will be financed and who is advising them. Ask as well what the buyer intends to do with the company, and what role it expects you and your managers to play after closing. A buyer who resists these questions is telling you something.

Just as important, ask whether this should be the only buyer. One buyer sets the price; several set a better one. If a buyer approached you unprompted, a short, confidential process to invite others can change the outcome considerably. Running that process, while keeping the first buyer interested, is the core of sell-side representation.

The letter of intent

A serious buyer puts its offer in a letter of intent (LOI): the price, how it will be paid (cash at closing, seller note, earnout, rollover equity), the target closing date, what is included, the exclusivity period, and the conditions the buyer needs satisfied, called contingencies, such as financing, satisfactory due diligence and lease consent.

You can accept, reject or counter, and the buyer can walk away at any point before a binding agreement is signed. Your advisor's job is to explain what each term is worth; the decision is always yours. There is no perfect offer. The real question is whether this one meets your needs better than the realistic alternatives, including not selling.

Read the LOI with your transaction attorney before signing, even though most of it is not binding. The exclusivity clause, the price mechanics and any working capital language usually carry into the final agreement, and changing them later is much harder than getting them right now.

Due diligence and the purchase agreement

Once the LOI is signed, the buyer verifies everything: financial records, tax returns, contracts, leases, employees, equipment, licenses and legal matters. Having the core documents organized in a data room before the LOI lets this stage start quickly. Answer quickly and honestly. Openness keeps trust intact, and problems disclosed early are far easier to resolve than ones the buyer uncovers. Our article on what happens after a letter of intent goes through this stage in detail.

In parallel, the attorneys draft the purchase agreement and related documents: employment or consulting agreements, non-compete terms, the working capital target and any seller note. Due diligence and legal documents are steps eight and nine of the ten-step process, and they are where most deals that fail do so. Keep the business running at full strength throughout; a dip in results now invites a request to lower the price.

Closing and the handover

When the contingencies are satisfied, both sides sign, ownership transfers and the funds are wired. Then the transition begins: introducing the buyer to key customers and suppliers, training, and handing over systems and relationships. Its length and your role during it are negotiated in advance, not after closing. Plan the announcement to employees and customers together with the buyer, so the first message people hear is clear, confident and consistent.

Expect mixed feelings. Owners who ran a company for decades often feel relieved and disoriented at the same time. Having a plan for the next chapter before closing, whether another venture, family, travel or a board seat, makes the change easier. Our article on the transition after accepting an offer covers what the months after closing look like.

What we do from here

MDR & Associates negotiates multiple letters of intent at the same time, presents every offer to you in person, and works alongside your attorney and CPA from engagement to funds wired. A principal of the firm is in every negotiation. If a buyer has already approached you and you want a second view, contact us before you sign anything.

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Questions owners ask next

Can I talk to other buyers after signing an LOI?

Usually not. Most LOIs include an exclusivity period during which you agree not to negotiate with other buyers. That is why competition should happen before the LOI is signed. Keep exclusivity as short as diligence reasonably needs, and make sure it ends if the buyer misses agreed milestones.

What if the buyer lowers the price during due diligence?

Ask for the specific finding behind the request and whether it truly changes earnings or risk. Some adjustments are fair; many are negotiating tactics. Your options are to accept, offer a structural fix such as an escrow, or walk away, which is far easier if other interested buyers are still warm.