Imagine receiving a $10 million offer for your business. You’ve spent years building the company, navigating challenges, and making sacrifices. Now, someone wants to buy it for an amount that could change your life. But what if that $10 million offer is actually worth far less than you think? And what if another buyer would pay significantly more?
That’s exactly the situation Scott Bushkie, Managing Partner and Founder of Cornerstone Business Services, has encountered throughout his career.
In the latest episode of This Is M&A, ShareVault CEO Steven Monterroso sits down with Bushkie to discuss why unsolicited acquisition offers can be dangerous, how competitive bidding creates leverage, and why selling a business successfully requires more than negotiating the highest price.
With more than 25 years of experience and over 350 completed transactions, Bushkie shares an important message for founders: The first offer you receive is rarely the best measure of what your business is worth.
The Problem With Unsolicited Offers
An unsolicited offer can feel like validation. Someone recognizes the value you’ve created and wants to acquire your company. For many founders, especially those who have never sold a business, the offer represents an exciting opportunity.
But there’s a fundamental problem. You have no way of knowing whether the offer reflects what the market would actually pay.
Professional buyers evaluate acquisition opportunities every day. They understand valuation multiples, deal structures, negotiation tactics, and the risks involved. Most founders, on the other hand, sell a business only once.
That experience gap can create a significant disadvantage. Bushkie explains that when an owner negotiates directly with a sophisticated buyer, the buyer often controls the conversation from the beginning. The seller is reacting to a number rather than discovering the company’s true market value.
A $10 Million Offer That Was Really $5 Million
One of the most revealing stories from the episode involves a business owner who received an unsolicited acquisition offer of $10 million. On the surface, that sounded attractive, but the structure told a different story.
Only $5 million would be paid at closing. The remaining $5 million depended on an aggressive earnout tied to future performance. In other words, half the proposed purchase price was contingent on achieving results after the sale.
The buyer insisted they couldn’t offer anything more. Then the seller decided to engage Cornerstone Business Services.
Within five minutes of receiving an email about that decision, the original buyer called and asked what it would take to prevent her from signing with Cornerstone. That response revealed something important. The buyer had previously claimed there was no room to negotiate, yet the prospect of a competitive sale process immediately changed the conversation.
Ultimately, the business sold for $14 million, with $12 million paid in cash at closing. Compared with the original proposal, the seller received $7 million more cash at closing and $4 million more in total consideration.
The business hadn’t suddenly become more valuable. The seller had created an opportunity for the market to determine its value.
The 73% Gap Between the First Offer and the Final Deal
Bushkie shares another revealing observation. When Cornerstone informally examined its last three transactions involving unsolicited offers, the difference between those initial offers and the eventual closing prices was 73%.
This wasn’t a comprehensive industry study. It was an informal review of three recent deals. Nevertheless, it illustrates the potential financial consequences of accepting an offer without testing the market.
A buyer approaching a business owner directly has little incentive to reveal the highest price they would be willing to pay. Their objective is to acquire an attractive business on favorable terms. The seller’s objective should be to understand the available alternatives before making one of the most important financial decisions of their life.
How the Power of Multiple Offers Creates Leverage
Bushkie developed a framework called POMO, or the Power of Multiple Offers, based on decades of transaction experience. The framework uses seven pillars to create a structured, competitive M&A process built around one central principle: competition creates leverage.
When multiple qualified buyers are evaluating the same business, the seller gains something that doesn’t exist in a negotiation with a single buyer: options.
Rather than relying on one buyer’s opinion of value, the seller can compare proposals, evaluate deal structures, and negotiate from a stronger position. A competitive process can also reveal strategic buyers who see value that financial buyers may overlook.
Some buyers may offer more cash at closing, while others may provide better terms, greater flexibility, or a stronger cultural fit. The goal isn’t simply to generate the highest number. It’s to create enough qualified interest that the seller can choose the best overall outcome.
Why Buyers Threaten to Walk Away
One of the most common tactics Bushkie encounters occurs when a business owner announces plans to hire an M&A advisor. The interested buyer threatens to withdraw, often suggesting that involving an advisor or approaching other buyers will end the opportunity.
For founders who fear losing a promising offer, that pressure can be effective. But Bushkie’s experience tells a different story.
He explains that, in Cornerstone’s experience, buyers who make these threats have not followed through simply because an advisor became involved. He also shares an interesting pattern from the firm’s transactions: over a six year period, sellers who engaged Cornerstone after receiving an unsolicited offer ultimately chose a different buyer rather than the original party.
That doesn’t mean every unsolicited buyer is acting unfairly. It means business owners should be cautious about allowing the first interested party to dictate the rules of the sale.
If a buyer truly recognizes the value of a company, a professional process shouldn’t automatically eliminate their interest.
Why Great Business Owners Can Make Terrible Sellers
Building a successful company requires determination, confidence, creativity, and the willingness to solve problems independently. Those qualities help entrepreneurs succeed, but Bushkie argues that the same traits can become liabilities during an acquisition.
Founders are accustomed to figuring things out themselves. They negotiate with customers, manage employees, evaluate investments, and make difficult decisions every day. It’s natural to assume selling the business should be no different.
The challenge is that the other side may have completed dozens or hundreds of transactions. Professional buyers understand how to structure offers, identify weaknesses, create urgency, and negotiate terms that favor their interests.
As Steven Monterroso observes during the conversation, the difference in experience can resemble little league versus the big leagues. The smartest founders recognize when specialized expertise can protect the value they’ve spent years creating.
Bushkie also cautions against establishing an asking price too early. When a buyer asks what you want for the company, providing a number may seem reasonable, but it can create an unnecessary ceiling. A properly managed sale process allows the market to establish a range of values, giving sellers a stronger foundation for negotiating both price and terms.
The same principle applies to signing a Letter of Intent before exploring other qualified buyers. Once exclusivity begins, the seller’s negotiating flexibility can become significantly more limited.
The Three Causes of Seller’s Remorse
One of the most important lessons from the episode is that a successful exit isn’t measured solely by the purchase price. Bushkie identifies three common causes of seller’s remorse that founders should consider before entering a transaction.
1. Leaving Money on the Table
The first is straightforward. A founder sells the business and later discovers that another buyer might have paid significantly more. Without a competitive process, there’s often no reliable way to know whether the seller received a fair market outcome.
That uncertainty can follow owners long after the transaction closes, particularly when they discover comparable businesses selling for higher valuations.
2. Choosing the Highest Price but the Wrong Buyer
The second cause is more personal. A seller accepts the highest offer but later regrets the buyer’s decisions. Perhaps employees lose their jobs, the company’s culture changes, the brand disappears, or the buyer fails to honor the founder’s vision for the business.
For owners who spent decades building an organization, those outcomes can be difficult to accept. A successful transaction should consider more than financial proceeds. Buyer fit, employee treatment, company legacy, and future leadership can all matter.
3. Having No Plan for What Comes Next
The third cause may be the most overlooked. For many entrepreneurs, their identity is inseparable from the company they’ve built. They wake up every morning thinking about the business, their employees depend on them, and their decisions shape the organization’s future.
Then, after closing, that responsibility disappears.
Some founders struggle with the sudden loss of purpose, while others realize late in the transaction that they aren’t emotionally prepared to walk away. Bushkie emphasizes the importance of planning for life after the sale, not just the transaction itself.
Financial independence means little if the owner hasn’t considered what comes next.
A Better Deal Starts With Better Preparation
Running a competitive sale process requires more than finding interested buyers. It requires preparation, organization, and the ability to manage multiple parties without losing control of sensitive information.
Potential acquirers need access to reliable financial information, contracts, operational records, and other confidential documents. When multiple parties are involved, managing that information becomes increasingly important.
A well-organized virtual data room helps sellers securely share documents, manage buyer access, and maintain control over sensitive information throughout due diligence.
Instead of scrambling to respond to requests, prepared sellers can provide information efficiently while keeping the process organized. That matters because a competitive process only creates value when the seller can manage it effectively.
The objective is to give qualified buyers the information they need without sacrificing confidentiality, control, or momentum. For founders considering an exit, becoming deal ready before the first unsolicited offer arrives is one of the smartest steps they can take.
The Best Exit Is the One You Choose
The central lesson from Scott Bushkie’s conversation is that business owners shouldn’t confuse receiving an offer with understanding their company’s value. An unsolicited offer may be the beginning of a great opportunity, but it shouldn’t automatically become the end of the process.
By exploring alternatives, creating competition, evaluating deal structures, and preparing for life after the transaction, founders put themselves in a stronger position to make informed decisions.
Sometimes, the difference between accepting the first offer and running a competitive process can be measured in millions. But the real objective goes beyond price. It’s about achieving an outcome that supports the founder’s financial goals, protects what they’ve built, and positions them for the next chapter.
The best exit isn’t necessarily the fastest one. It’s the one that allows the founder to finish strong, financially and personally.
Listen to the Full Episode
Scott Bushkie has spent more than 25 years helping lower middle market business owners navigate acquisitions and successful exits.
In this episode of This Is M&A, he joins Steven Monterroso to explain why unsolicited offers can undervalue businesses, how the Power of Multiple Offers creates negotiating leverage, and why avoiding seller’s remorse requires planning beyond the purchase price.
Whether you’ve already received an unsolicited offer or are considering selling your company in the future, this conversation offers practical insights every business owner should understand.
Watch the full episode on YouTube or explore more conversations with experienced dealmakers on the This Is M&A podcast.
