How to Respond to an Unsolicited Acquisition Offer for Your SaaS: The First 48 Hours

When a stranger emails to buy your company, reply within a day and say very little. Ask who they are and how they would pay, but do not share your revenue or profit yet. Then check that they really have the money. Many buyers use a bank loan, and US Small Business Administration rules make them put in at least 10% of the price themselves.

Replying fast is safe. Sharing fast is not. A stranger who owns a company like yours could use your numbers to compete with you. So here is the reply I’d send, and the 5 questions I’d ask on the first call. After that, what to keep private and when to look for a second offer.

What an unsolicited acquisition offer for your SaaS is really asking for

Here is the kind of email I mean. It is an example I wrote for this post, in the usual style.

Read it from the sender's side, one line at a time.

Most of these emails come from private equity firms. A private equity firm is an investment fund that buys companies with money from pension funds and wealthy investors, then sells them a few years later. These firms are busy right now. PitchBook data shows they closed 2,466 deals in the US in the third quarter of 2026, according to a Foley & Lardner summary of the numbers. That count was 5.8% higher than the quarter before.

When a firm buys you to join you to a company it already owns, buyers call it an add-on. I explain how that changes the price in how the same private equity firm pays two different prices for your SaaS.

That is why the email exists. Everything in the first 48 hours follows from it. You keep the call friendly, you keep your numbers back, and you find out whether a second buyer would pay more before you agree to anything. I call this the 48-Hour Offer Protocol: reply, ask, guard, check, then decide.

Hours 0 to 4: the reply to send

Fast and short beats slow and detailed.

Ignoring the email throws away an option for free. A long, eager reply gives away your position. So send something short within a day. Here is the reply I suggest. Change the words to sound like you.

Each line has a job. "We are not running a sale" is true, and it tells them they have no deadline to beat you with. The 3 things are the start of your checks. "Next week" means you set the pace, not them.

Here is what never goes in the first reply: your revenue, your growth rate, a price you would take, or "we have been thinking about selling." Any of those turns a cold email into a negotiation you did not prepare for.

The 5 questions to ask on the first call

The first call is for you to learn about them. Ask these 5 questions, in this order, and write down the answers.

1. Who exactly would buy the company? The fund itself, a company the fund owns, or a person. This tells you whose money it is.
2. How would you pay for it? Cash the buyer already has, money from the fund, a bank loan, or money they still need to raise. "Still need to raise" is not a no, but it means more checks. I cover that case in selling your SaaS to a search fund or an independent sponsor.
3. What have you bought that looks like us, and can I talk to that founder? A buyer with past deals in your market can name them. A good one gives you a founder's phone number without being asked twice.
4. What would you change in the first year? Joining you to another company usually means fewer jobs for your team and a lower price for you. Running you on your own usually means the opposite.
5. What are the next steps, and how long does each one take? Listen for one request in particular. They may ask you to agree to talk to no other buyer for a set number of weeks. That promise is called exclusivity, and in the first 48 hours the answer is no.

A serious buyer answers all 5 without fuss. A buyer who dodges question 2 is telling you something about question 2.

What to share, and what to keep private

Your numbers are worth more to a buyer than they look to you. A buyer that owns a company in your market can also use them to compete with you if the deal dies. So share in 3 stages, and move to the next stage only when the buyer has earned it.

Stage 2 starts with a non-disclosure agreement. That is a short contract where the buyer promises not to share or use what you tell them.

Most founders skip straight to stage 3 because the buyer asks nicely. Customer names are the one thing you can never take back. Keep them for last, even with a buyer you like.

Check that the buyer can pay before you give them more time

This is the step the broker articles skip.

How you check depends on who is paying. Start with the most common small buyer: one person borrowing most of the price.

A person buying with a government-backed loan

Many first-time buyers use a 7(a) loan, which is a bank loan that the US Small Business Administration partly guarantees. The SBA's own rules set the limits. Let's walk one example. Say the offer for your company is $4 million.

First, the cash. Under the SBA rule book that took effect on October 1, 2026 (SOP 50 10 8.1), a buyer who is purchasing a company for the first time must put in at least 10% of the project cost. The bank cannot lower that. On a $4 million price, that is at least $400,000 of the buyer's own money.

Second, the size of the loan. The SBA says the largest 7(a) loan is $5 million. In May 2026 it raised the combined limit for 2 of its loan programs to $10 million, but the second $5 million comes from a program for real estate and equipment. A software company has little of either. So a solo buyer offering $8 million for your SaaS has to explain where the other money comes from.

Third, the extra check. The same rule book says that when the price is $3 million or more, the bank must order a quality of earnings report. That is an outside accountant's review of your profit, and it adds weeks. A buyer at $4 million who has not talked to a bank yet is months away from paying you.

Fourth, your own money. Some buyers ask you to lend them part of the price and get paid back later. That is called a seller note. Under the SBA rules, your note counts toward the buyer's 10% only if you receive no payments at all for the full term of the bank loan. I explain when that loan to the buyer is worth it in when founder financing protects your price and when it adds risk.

What to ask for: the name of the bank they are talking to, and a bank statement or a letter from that bank. A real buyer has one or the other within a week.

A private equity fund

Funds that raise money privately usually file a short notice called Form D with the SEC, the US agency that oversees investments. You can search it for free on EDGAR, the SEC's filing database. Item 13 of Form D shows the total amount the fund set out to raise and the amount it has sold so far. If a fund that raised $40 million says it will pay $30 million for you, ask how.

Another company

If the buyer is a public company, its latest quarterly report lists its cash. If it is private, ask which bank or owners stand behind the purchase, and ask for a letter.

The sign that it is time to bring in other buyers

Here are the decision rules I use with founders. Each one follows from the same fact: one buyer has nothing to beat.

1. They put a price range in writing. That range is now your floor, not your answer. Before you reply, talk to 2 or 3 other buyers, or to an advisor who can.
2. They ask for exclusivity before a written price. Say no. Exclusivity is something you give in return for a number you like.
3. The price is one you would take. This is when a second bid matters most. You will never know if you left money behind unless someone else bids. I walk through how that works in how to run a sale with several buyers at once.
4. They pass every check, but you are not ready. Say "not now" and set a date to talk again. A good buyer will still be there.

Here is the whole protocol on one screen.

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