Have you seen these emails before?
"We have someone to buy your business."
"You've been approved for funding. Schedule a call with us."
"We just sold a business in your industry and have a buyer who might be interested."
Most of them are BS.
But every now and then, one is real. Knowing the difference can save you months.
I've spent 20 years building companies and I've sold four of them. Today I buy and grow web and digital agencies across Australia and the US West Coast.
So I've sat on both sides of the table. (If you're earlier in the process, start with my guide on how to sell your business.)
Here's how I'd pick a buyer if I were selling today.
1. Check who's behind the outreach
Before you reply, look at the company behind the message.
Who is this person?
Where are they calling from?
What do they actually know about your business?
A real buyer has done their homework. A blanket email could have gone to a thousand agencies that morning.
Then check you're speaking to the decision maker. If they can't sign the deal, you're not in a negotiation yet.
A real buyer knows your business before the first call. A fake one wants you to tell them.
2. Protect your confidentiality
We're often talking about your life's work.
You want a buyer who knows what they're doing and can be a great home for your company. One who won't spin your tyres or burn your relationships.
What you share is valuable. Your customers, your numbers, your team. It needs to be respected.
Experience matters because a buyer who's done this before knows what to do with your information, and what not to do with it.
3. Know which type of buyer you're talking to
Private equity firms are said to account for around 40% of acquisitions in agency land.
Most of the rest are holding companies, and consulting firms looking to absorb a specialised digital team.
Each one is buying something different:
Private equity is buying financial returns.
Holding companies are buying cash flow and customers.
Consulting firms are buying people and skills.
Private equity buyers: the numbers come first
PE buyers model your business in spreadsheets. They're often using large amounts of debt, so the business has to pay for itself or risk breaking covenants.
They'll watch two ratios.
Interest coverage - can your earnings cover the interest?
Debt service coverage - can your cash cover the full repayments?
If you're selling everything, the fund's timeline won't matter to you. If you're rolling equity, it matters a lot.
I sold my first real business to private equity. We rolled 50%, about halfway through the fund.
We exited years later. The timeline got extended well past what we expected. The team running it did a great job managing the situation, but it wasn't up to us.
In a minority position, you don't control the timeline. Plan for that before you sign.
Holding company buyers: long-term fit
Holding companies care more about strategic fit. Can the businesses grow better together over the long term?
That's what we do at Wolf IQ Group. We focus on the customers, team, operations and systems.
We still use spreadsheets. But we're not managing to debt covenants, so we have far more flexibility on deal terms and structure than a PE mandate usually allows.
Consulting firm buyers: people and skills
Consulting firms usually want your team, not your customer list. Think of a specialised digital team folded into a bigger practice.
That changes the questions you should ask:
Who do they need to keep, and for how long?
What happens to your customers, especially anyone on a recurring plan?
Are you joining them as an employee? What's your role, and who do you report to?
If your team is the asset, make sure the deal looks after them.
4. The path you choose decides what happens next
The buyer type isn't just about the price you get.
It can also decide what happens to your team, how long the transition runs and how the P&L gets managed after you hand over.
Take billing. In a share sale, nothing changes. Everything keeps running.
But most agency deals are asset sales. That means moving payment details and admin access across, and your customers will notice if it's handled poorly.
Then there's transition scope. Some things will pull you back in, because you've got context no one else has, or a customer just wants to talk to you.
In my experience most founders are already aligned on this. Everyone wants it to go smoothly.
Choose the buyer, and you've largely chosen your next six months.
5. Protect yourself, whoever the buyer is
Proof of funds. Can they actually close? Where's the money coming from? Is it contingent on anything?
Structure in writing. A confidentiality agreement first. A formal LOI in writing. Fast turnaround on documents.
Deadlines and commitment. We learned this one the hard way.
We've been talking with a founder who was engaged from the start. But every few months there's a new reason things are taking longer. His wife's approval. Slow accountants. Busy with life.
Twelve months on, he's still a maybe. And he regularly comes back with another reason.
Break enough commitments and even when the deal's back on, buyers stop taking you seriously.
Like any sales process, the best answer is yes. The second-best is a quick no. The worst is maybe.
What I'd do if I were selling today
Check the company before you reply. People show how much they care by how much they prepare.
Ask what they're buying. Returns, cash flow and customers, or people.
Ask for proof of funds early. And whether the money is contingent on anything.
If you're rolling equity, ask about the fund's timeline. Then assume it'll run longer.
Be a quick yes or a quick no. And expect the same from your buyer.