“I already have a buyer.” I hear this all the time from software founders. And I get it. It feels like the hard part is over. Someone approached you directly (a buyer with an inbound offer), said they were interested, and, maybe, even praised your product. You’re flattered, they’re asking smart questions, and you’re thinking, “Why complicate things by involving more people?” But here’s the truth that most sellers don’t realize:
That buyer didn’t show up randomly. They reached out because they don’t want to compete. And if you go forward without testing the market, you may be leaving millions on the table. At times, through lower valuation, often in worse terms.
Read about why that inbound buyer might not be your golden ticket, and what happens when you run a proper, competitive sales process instead.
The “Buyer in Hand” Illusion
When a software founder tells me they already have a buyer, it usually means this:
A private equity firm, family office, or strategic buyer reached out of the blue. There have been a few Zooms. The buyer seems serious. The founder’s flattered. There’s no offer yet, but the conversations are “progressing.”
This feels great at first—low friction, high interest, and best of all, no broker involved.
But here’s the catch: this is exactly how experienced buyers want it to go. These firms are masters of quiet sourcing. They know the biggest risk to them isn’t the quality of your software, your churn, or your retention rate. It’s competition.
When other buyers are involved, prices go up. Terms tighten. Deadlines shorten. And they might lose the deal altogether.
So their goal is simple: keep you comfortable, keep the process informal, and keep you from talking to anyone else.
What These Buyers Are Actually Doing with Inbound Offers
Let’s break down the playbook.
Most buyers have junior staff (private equity associates or corporate development analysts) whose full-time job is sourcing deals. These are often smart, energetic professionals, usually in their 20s or early 30s, who reach out on LinkedIn or email and schedule a friendly call.
On the surface, they’re trying to “learn more about your business.” But behind the scenes, here’s what’s happening:
- They’re assessing how prepared you are. Are you talking to other buyers? Are you working with an advisor? Have you done a valuation?
- They’re quietly building financial models and internal memos to present to decision-makers.
- They’re stalling for time, keeping you warm while they assess your business and decide to proceed or not.
- If they decide to move forward, they’ll send you an LOI (Letter of Intent), but only if they’re confident you aren’t shopping the deal.
And most importantly? They’re betting that they can buy your company for less if you’re not working with someone like me.
Why They Use Junior Employees for Outreach
Let’s talk about incentives.
When a buyer deploys a junior employee to source a deal, it isn’t just because they’re too busy. It’s a strategy. These firms invest up to $25,000, or more, per month into cold outreach (emails, calls, databases, modeling) because they know the ROI can be massive.
If they can get one good company under LOI without competition, they can:
- Offer a lower multiple
- Push for seller financing or earnouts
- Extend due diligence timelines
- Insert aggressive reps and warranties
And most sellers, especially first-timers, won’t realize how much negotiating leverage they’ve given up until it’s too late. So yes, they’ll happily spend $25K on outreach to save millions in final deal value and terms.
What Happens When You Run a Real Process?
Now let’s contrast your typical inbound offer with what I do when representing a seller.
When I take on a client, here’s the structure I build around your exit:
- Valuation and packaging – We create a clear, defensible valuation and a professional Confidential Information Memorandum (CIM).
- Targeted outreach – I contact hundreds of vetted private equity firms, strategic buyers, and family offices—those who have actually bought businesses like yours before.
- Controlled confidentiality – Every interested party signs an NDA and goes through a quick qualification process before seeing the full details.
- Buyer competition – Multiple buyers see the opportunity at the same time, which creates a sense of urgency and drives up value.
- Offer round – I manage the process so you receive multiple LOIs and can compare not just price, but terms.
- Negotiation and closing – I help guide the process through due diligence, purchase agreement drafting, and closing—with full transparency and support.
What does this produce?
- Better valuations – Often 2–3x higher than early, non-competitive, direct offers.
- Stronger terms – 70–90% cash at close, minimal earnouts, reasonable reps.
- Faster closings – Buyers compete on responsiveness and certainty.
- More confidence – You’re not guessing what the market will pay—you know.
Real Example: Before & After a Structured Process
Let me give you a real-world example (anonymized, of course).
A founder running a niche SaaS platform had been approached directly by a well-known PE firm. The offer stood at 4.5x EBITDA with 30% cash at close. The rest was a seller note and an earnout tied to next year’s revenue targets.
It wasn’t terrible… but it was quiet, one-sided, and full of risk.
She reached out to me.
I ran a full process: contacted over 100 relevant buyers, got 8 serious conversations going, and ended up with 3 strong LOIs. One of them—ironically, the same original buyer—came back with a revised offer of 6.2x EBITDA with 80% cash at close and no earnout.
So, why the change?
Because now they had to compete.
Common Objections Sellers Raise and Why They Don’t Hold Up
Here are a few objections I often hear:
“I don’t want to pay a success fee.”
I wholeheartedly understand. But the math often works like this:
If you sell for $12 million instead of $9 million and get 80% cash instead of 40%, you’ll net far more even after paying a success fee.
My role is to increase both the price and the quality of the offer. That’s the only way I win, too.
“The buyer said they’d walk if I shopped around.”
This is a red flag, not a strategy. Serious buyers expect competition.
If they’ll only play when no one else is around, they probably aren’t the best partner or they know they can’t win on price and terms.
“I don’t want to share my info with too many people.”
Neither do I. That’s why I run a controlled, confidential process.
Buyers sign NDAs, and I qualify them before sharing sensitive info. You stay protected and in control.
Don’t Let Inbound Interest Fool You
Let me leave you with this:
Having one buyer approach you doesn’t mean you’re ready to sell. It means the buyer sees an opportunity and hopes you won’t ask what the business is really worth.
My clients routinely receive multiple offers. They walk away with most of their money at closing, minimal strings attached, and peace of mind that they ran a real process, not just a deal based on a couple of conversations with a single buyer. Just one of the benefits of my buyer program.
If you’ve been approached with an inbound offer, that’s a good sign. It means your business is attractive. But don’t stop there.
Let the market speak. You might be surprised by what the right process can unlock.
Thinking of Selling?
Let’s talk—confidentially, of course. I’ll help you realize what your business is (really) worth and connect you with serious, qualified buyers. No pressure. Just facts and a plan.
