When a Buyer Calls You First
What Tim Did Next Changed His Outcome Entirely
Tim wasn't looking to sell.
He had built a well-respected HVAC company over the years. He had Twenty-five employees and a strong reputation in his marketplace. The kind of business that runs on trust and word of mouth, where the name on the truck means something and customers don't shop around because they already know who they're calling. Tim had done the work and the market knew it.
I had known Tim for a couple of years. We had talked several times over that stretch, easy conversations about the business and where things were headed, but Tim was never quite ready to take the next step. There was always more to do, always a reason to wait another season. I respected that. I don’t push a seller who isn't ready to commit to selling. So I stayed in touch and waited for the right moment.
I know firsthand that sometimes I wait too long to make that call. A year goes by, I finally reach out, and the seller tells me they already sold. A buyer approached them directly, they accepted, and that was that. When they tell me what they sold their business for I always have to take a breath. Not because of a lost commission. It's because in that very moment I know we both lost. I know what their business is worth and I know they just left significant capital on the table. I don't tell them that on the call. It's too late now and it serves no one. But it bites.
After twenty years of doing this work every deal means something to me personally. It's hard not to question myself in those moments. Did I not listen closely enough the first time we spoke? Did I not stay in touch the way I should have? It's a balance I wrestle with because I'm not an aggressive salesperson. I don't push clients to hire me. Other advisors do and that's their style. Mine is built on trust and on delivering results that speak for themselves. But when a seller tells me what they sold through a direct buyer approach and I know what my process would have provided them, that's a hard pill to swallow. Unfortunately, I can’t be everywhere at once and It happens far too often and it never gets easier to hear.
This almost happened with Tim.
The Buyer Who Showed Up Uninvited
Consolidators move fast. They have dedicated teams whose entire job is to identify businesses like Tim's, reach out directly, and build a relationship with the owner before that owner calls an M&A advisor. And that's exactly the point. A seller who feels like they already have a buyer sitting across from them starts to believe they don't need representation. Why pay an advisor when the deal is already happening and the numbers look good? What the seller doesn’t know is that thinking works entirely in the buyer's favor. By the time a seller is sitting on a drafted LOI with a meeting already scheduled, the power has shifted considerably, and most sellers never feel it happening.
Tim had been having conversations with one of these groups for a while. They were professional and persistent. They knew his business and made him feel like they were the obvious choice. By the time I called him to check in that day they had already presented an offer and Tim had just scheduled an onsite meeting to move things forward.
He mentioned it almost in passing, the way you mention something you've already decided about. And something in the way he described the offer made me want to ask a few more questions.
What the Numbers Were Really Saying
The more Tim and I talked the clearer it became. The offer on the table was real, and the buyer was legitimate, but the number was not what Tim's business was worth in a competitive market. I knew this buyer group. I understood how they approached valuations and I understood what they were doing. They weren't being dishonest. They were doing exactly what every sophisticated acquirer does when they approach a seller directly with no representation on the other side. They were buying at the lowest price the market would bear.
If Tim walked into that meeting and signed that LOI, he was going to leave a significant amount of money on the table. Money he had spent years earning. Money he deserved.
I told him directly. Tim, I think we can do better. Give me the chance to represent you, and at minimum let's see if we can negotiate a stronger deal with this same buyer before we even consider running a competitive process. If I'm wrong, you haven't lost anything. If I'm right, this conversation just paid for itself many times over.
Tim trusted me enough to hire me. That meant everything.
The Negotiation
The next day I called the buyer and let them know Tim hired me to represent him.
They weren't thrilled about it. That reaction is common and honestly it's understandable. They had spent months building a direct relationship with Tim, invested time and resources into getting to this point, and now there was an M&A advisor in the picture who was going to make the deal harder to close on their terms. I get it.
But I was straightforward with them. Tim wanted to give them the first opportunity before we ran a broader process. We weren't going to shop the deal or use them as a stalking horse. They had the table to themselves and all we needed was to negotiate the offer to a number that reflected what a competitive process would likely bring. That was the ask and it was a fair one.
To their credit they respected it. They said they wanted to give Tim a fair price, and they were willing to have the conversation. So, we got to work.
The buyer certainly pushed back on our counteroffer. That was expected. But we held our ground and worked through it, and when the dust settled, we had negotiated a deal that was significantly higher than their original offer. Not marginally higher. Significantly.
Tim was pleased. The process moved forward and for a while everything seemed straightforward.
Then due diligence arrived.
Seller Fatigue and the Reprice Battle
When the quality of earnings came back the trailing twelve months revenue had come in lower than everyone expected. It wasn't a fabrication or a reflection of the business declining. An unusually mild season and some employee turnover had created a temporary dip that didn't represent the full picture of the business. But the buyer saw an opening and they took it. They came back to the table wanting to reprice the deal downward to reflect the revised numbers and were back to where they started.
By this point Tim was exhausted. The conversations had been going on for several months and the emotional roller coaster of selling had taken its toll. The due diligence requests, the uncertainty, and now the buyer wanting to negotiate back toward their original starting position was wearing on him. He was ready to be done. And without a doubt, had I not been in his corner he would have either accepted their revised offer just to end it or walked away from the whole thing entirely. Either way he would have lost.
Fortunately, Tim had me in his corner.
I went back to work. The negotiations were extensive and at times frustrating, but I kept Tim's feet on the ground and his eyes on what we had agreed to months earlier. In the end we reached a resolution that preserved the original purchase price. The structure shifted slightly, with a portion of the proceeds deferred and paid out quarterly over 24 months, but the number stayed. Tim would receive everything we had negotiated. It would just arrive in installments rather than entirely at closing.
Both parties could live with that. We moved forward.
The Closing Call
There is something nobody tells you about the closing process until you have been through it.
The weeks leading up to a close are filled with activity. Transition calls every week. Attorneys exchanging documents. Final signatures being chased. A constant hum of activity that keeps everyone tethered to the deal right up until the very end. And then the closing call comes.
It takes five minutes.
After everything, after months of negotiations and due diligence and late-night emails and difficult conversations and moments where it felt like it might fall apart, someone gets on the call, confirms that the documents are executed and the wire has cleared, and says the words. Congratulations. We are closed.
And that's it.
It catches sellers off guard every time. The abruptness of it. The smallness of the moment compared to the size of everything that led to it. There is usually a beat of silence where everyone on the call is processing what just happened.
Then Tim and his wife turned to each other and shared a long warm hug. No words needed to be said. That hug carried years of early mornings and shared sacrifices. It was the quiet understanding between two people who built something together and finally got to see it pay off. A celebration and an exhale all at once.
Those moments are always the most special to me. Because a month earlier the deal was hanging by a thread and then just like that, in the span of a five-minute call, it's done. And the room fills with something that's hard to describe unless you've been in it. Joy is part of it. Relief is part of it. But mostly it's the weight coming off of two people who have been carrying 25 employees on their shoulders for a long time and can finally pass the torch.
What Tim's Story Tells Every Seller
The moment Tim let me make a few phone calls his outcome changed. Not because I did anything extraordinary, but because knowing this market deeply is what I do every single day. The buyer who had approached Tim was actually a great fit for his business. I had no interest in derailing that relationship. What I did have was a clear sense of what Tim's business was worth in a competitive market and the confidence to ask for it. If they wanted Tim's company, they needed to pay a fair market price. And if they couldn't get there, I had other buyers who would. That was the conversation. It was straightforward, it was professional, and it was exactly what Tim deserved.
And because this buyer knew who I was and understood that I could find other qualified buyers willing to pay more, they were motivated to come to the table seriously when it mattered. At the end of the day they wanted Tim's business and the deal made sense for them. They just needed to pay what it was worth. That's exactly what happened.
If a buyer has already approached you directly, or if you are sitting on an offer right now trying to decide what to do, I want to hear from you before you make that decision.
Jason Hoff is the Founder and Managing Partner of NorthBase.
NorthBase is a Merger & Acquisition firm that specializes in representing home service and contractor business owners across the country, including HVAC, plumbing, pest control, landscaping, garage door, roofing, and general contracting businesses.