The FNDRS Playbook · PB24 · Process
The inbound offer test
An unsolicited offer is information. Treat it that way.
The idea
An unsolicited offer is information. Treat it that way.
When a buyer calls first, they have chosen the timing, the framing, and the absence of competition. The offer may be good. It is rarely the best available.
Two questions tell you what to do with it: is the offer at least what a process would produce, and are you ready for diligence today?
Premium exits are not negotiated. They are prepared.
The figure
Offer quality against readiness
Use it as a floor
Thank them, run a process, and invite them in.
What to do A competitive field, with this offer as the floor.
Engage, on your terms
TargetRare.
What to do Negotiate the terms that matter before exclusivity (the leverage curve lists them), and bring one or two alternatives in quietly.
Decline, and start preparing
The offer reflects your unreadiness.
What to do The Go-To-Market Analysis (GTMA); fix the flags; revisit in six to twelve months.
Slow down
A strong offer to an unprepared seller is usually re-traded in diligence.
What to do Prepare before responding. Never sign exclusivity unprepared.
- Your readiness
- Are your numbers, add-backs, and story defensible today?
- The offer against a competitive process
- Are the headline and the structure at least what a process would produce?
How to read it
An unsolicited offer is judged by whether it matches what a competitive process would produce (horizontal) and whether the seller is prepared to go through diligence (vertical). Most inbound offers land in the left column and are best used as a floor for a real process.
Timing
The time to start the conversation is now
How far out you feel is not the signal. Buyers read the trailing numbers, so time before a sale is room to move them, not a waiting room. A founder with a number in mind may reach it in one sale or in two: a majority stake now, with equity rolled into the buyer’s company for a second sale later. The sale itself, once you sign, runs in four phases.
Read the exit timing windowFour phases, for a company that is ready. The conversation can start any time before.
See where your business sits
The Go-To-Market Analysis (GTMA) places your business on these frameworks with your own numbers, before a buyer does.