A Buyer Approached Me Directly. Do I Still Need an M&A Advisor?

Yes, and probably more than at any other moment in your company's life. A buyer who approaches you directly has chosen the one setting where you have the least leverage: no competition, no market check, and no one on your side of the table who has done this two hundred times. The offer feels like validation. It is usually strategy.

I hear this question every month, typically from a founder holding an unsolicited offer that sounds fair. Here is the honest answer, from 25 years of selling payments and software companies.

Why buyers approach founders directly

Because a deal with no competition is the cheapest deal they will ever do. Corporate development teams and private equity firms run outbound programs for exactly this reason. They are not calling because they discovered you and could not resist. They are calling because a proprietary deal, one that never goes to market, reliably prices 20 to 40 percent below a competitive process. The buyer knows that. The founder usually does not.

How the direct-deal script plays out

The pattern is consistent enough to be a script. The first number sounds fair. You sign the letter of intent. Exclusivity starts, and from that moment the only leverage you had, the ability to walk to another buyer, is gone. Ninety days into diligence the buyer finds some things. The price drops. By then you are exhausted, your business has slipped while you ran the process alone, and walking away means starting over from zero. So you close, on their terms.

In 25 years I have rarely seen a first unsolicited number survive diligence intact. Not because buyers are dishonest, but because nothing was stopping them. The retrade is not a betrayal of the process. Without competition, it is the process.

What competition actually changes

One buyer is not a market. When a buyer knows three others are in the data room, two things happen that founders consistently underestimate. The diligence findings get smaller, because every renegotiation attempt now carries the risk of losing the deal to someone else. And the timeline gets shorter, because delay stops being a pressure tactic and starts being a liability. Competition does not just move the price. It changes the buyer's behavior at every stage, from the LOI terms to the working capital negotiation to the final week before close.

This is also why the answer is not simply to shop the offer yourself. Calling two competitors of your buyer and asking if they want to bid signals inexperience and can leak your process to the market. A structured, confidential process run by an advisor gets you competitive tension without the exposure.

What to do when you get the call

Do not say no. An inbound offer is real information: someone has underwritten your company and decided it is worth pursuing. Take the meeting, stay warm, and say nothing binding. Then get two things before you respond to any number: an independent view of what your company is actually worth, and a read on which other buyers should be at the table. Sometimes the answer is that the inbound buyer is the right buyer. Even then, they should never know they are the only one.

Before any of that, understand who should be running your process in the first place. I wrote about that decision here: should I hire an investment bank or a boutique M&A advisor.

Where 733Park fits

733Park is a boutique M&A advisory firm focused on payments, fintech, AI, and SaaS companies with enterprise values from $5M to $350M. Twenty-five years in this market and more than $10 billion in transaction volume. If a buyer has approached you, the next call you make matters more than the one you just received. Start with a confidential conversation at 733park.com/contact.