Treat unsolicited acquisition approaches as proposals to verify, not proof that a funded deal exists. Check the buyer’s identity, funding conditions and advisers, then compare cash at completion with contingent payments before sharing sensitive information or granting exclusivity.
By Tony Vaughan · Published · Last reviewed
On this page
- 1) “Funds are ready, we’re fully financed.”
- 2) “We can complete in 30 days.”
- 3) “Your price works, if we structure it right.”
- 4) “We’re principals, not brokers. We won’t shop your deal.”
- 5) “We’ll look after your people, culture fit is our priority.”
- The uncomfortable truth
- The sensible answer
- Common questions
Unsolicited approaches can come from financial buyers, search funds and investor groups. Assess each approach on verified identity, and the proposed terms rather than assuming credibility or dishonesty.
There are no shortcuts and no free lunches when you’re selling your life’s work to a stranger.
The following five acquisition claims merit checks. They are warning signs to investigate, not proof of dishonesty or a measure of how often fail.
1) “Funds are ready, we’re fully financed.”
Cash talk calms sellers and opens doors. It’s designed to get you sharing information and granting exclusivity while they see if your deal can help them raise the money.
What it looks like
- Vague “family office” and “HNW backers” with no names, mandates or emails from a real domain.
- A generic “proof of funds” screenshot that confirms nothing is reserved for your transaction.
- A broker chat passed off as a lender relationship.
- Heavy reliance on vendor finance because the equity cheque is missing.
Where it hurts.You end up underwriting their inexperience through deferrals, earn-outs and security taken over the very business you’re selling.
2) “We can complete in 30 days.”
The aim is to rush you into exclusivity and early disclosures. Once they have an option over your business, the tempo slows while they “socialise the deal.”
What it looks like
- No diligence plan, no team list, no timetable, just urgency.
- A “light-touch” request list that balloons from 20 items to 200.
- New faces appearing late in the process with fresh “approvals.”
- Deadlines creeping past your year-end or peak trading to gain leverage.
Where it hurts.Time pressure flips on you. As weeks pass, alternatives fade, and late-stage “revisions” appear to price, terms and risk allocation.
3) “Your price works, if we structure it right.”
A headline price can include fixed deferred payments, contingent instruments or earn-outs. Separate cash payable at completion from amounts exposed to future performance or buyer credit risk; no standard percentage applies.
What it looks like
- Earn-outs pegged to EBITDA the buyer controls (group charges, capex delays, headcount cuts).
- Loose “retention” and working capital mechanisms weaponised after completion.
- Security for deferrals that’s junior, porous or absent.
- Creative instruments (“performance notes”, “stability bonds”) that are IOUs in a new coat.
Where it hurts.You think you sold for £X. In reality you only sold for “£X if the buyer’s future decisions go your way.”
4) “We’re principals, not brokers. We won’t shop your deal.”
Access to your information has value, especially to people who aren’t actually buyers. Claiming to be a principal unlocks data packs they can push to real buyers or lenders.
What it looks like
- Gmail addresses, thin Companies House footprints, and no record of owning anything.
- An “investment committee” that’s a WhatsApp group.
- Requests to reuse your deck in “partner diligence.”
- LinkedIn histories heavy on advisory titles, light on ownership or operating roles.
Where it hurts.Confidentiality leaks, staff anxiety, competitor sniffing and your story walking around the market attached to someone else’s logo.
5) “We’ll look after your people, culture fit is our priority.”
Most owners care deeply about their team and legacy. The “values” speech lowers your guard while the buyer tries to make the numbers work.
What it looks like
- A warm promise instead of a written 100-day plan.
- No sector track record, but big talk about “systems” and “digital transformation.”
- Forensic interest in property, stock and cash, but shallow questions on customers, contracts and operations.
- Post-deal “efficiencies” that contradict the pre-deal promises.
Where it hurts. When the economics pinch, heads roll. “Culture” was a placeholder, not a plan.
The uncomfortable truth
A credible proposal should identify the acquisition entity, funding route, advisers and practical completion plan. First-time buyers can also be credible; verify evidence rather than relying solely on prior deals or presentation.
You won’t get the chance to sell this business twice. At retirement, risk and guesswork don’t belong on your side of the table.
The sensible answer
Work with experienced advisers who have successfully sold many businesses. The right team will:
- Separate funded principals from wish-lists before they touch your data.
- Run a disciplined, confidential process that creates real competitive tension.
- Lock down price, structure, protections and a credible plan before exclusivity, not after.
- Protect downside with the right mechanisms on deferrals, earn-outs, working capital and warranties.
- Keep the timetable honest and your leverage intact.
We take the risk and the guesswork out of your retirement deal with a process built on experience, evidence and outcomes, not promises. You won’t get the chance to do it again.
Understand your options before deciding. If you would like to discuss your own circumstances, you can request a confidential business exit review; enquiries are reviewed by experienced advisers who can discuss suitable options.
Common questions
Does a Companies House listing prove a buyer has funds?
No. It can help establish corporate identity and filing history, but does not confirm available acquisition funds or financing approval.
What funding evidence should I ask a buyer for?
Seek evidence appropriate to the structure, including the equity source, lender status, conditions and who can authorise spending. Have advisers assess the documents.
Is a promise to complete in 30 days credible?
Assess it against the actual diligence scope, funding approvals, consents and legal work. A short target is not itself proof of either credibility or dishonesty.
Are vendor finance and earn-outs signs of a dishonest buyer?
No. They can be legitimate deal terms, but shift risk to the seller. Review payment conditions, security, ranking and enforceability with advisers.
Sources
- Find and update company information, Companies House
General information from our archive, not personal advice.
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