Before You Commit · PE offer on the table

Before You Accept The PE Offer

A partner you liked. A number that finally moves. A timeline that suddenly tightens. The deck says partnership. The cap table will tell you what was actually being negotiated.

This page is for the owner whose private equity offer is moving faster than the diligence underneath it.

Short answer

Do not accept the PE offer until you can name what the buyer actually wants, what control you keep on day one and day three-hundred-sixty-five, what your earnout depends on, what happens to the team you built, and what the next exit looks like for the buyer holding you.

Fast extraction

Questions owners ask when the LOI is open and the lawyer is waiting.

The search phrase is the confession. The diagnosis comes after the confession is visible.

What should I check before accepting a PE offer?

Check the control terms, the post-close authority map, the role you actually keep, what the buyer is paying for that is not on the balance sheet, the earnout structure, and what happens to the team you built.

How do I know if a PE buyer is the right buyer?

Read the buyer's last three exits. The pattern repeats. The deck shows partnership. The cap table shows control. Both can be true. Believe the cap table.

What does private equity actually want from my business?

Private equity wants a known multiple of EBITDA on exit, not the founder's story. The buyer is paying for predictability, integration potential, and a defensible position to sell to the next buyer.

When should I pause a PE process?

Pause when the price moved more than 15 percent after exclusivity. Pause when the partner you met is no longer in the meetings. Pause when the diligence list keeps growing past week six. Pause when your gut argues with the LOI in the same week.

Money already moving

legal fees, banker fees, broker fees, internal time, deal-team distraction, customer-facing slowdown, executive recruitment paused

Money usually lost

concessions on control terms that look like paperwork in week three and become the difference between staying and being replaced by month eighteen

Blind spot

the price is clear while the control language is still vague enough to feel like trust

Decision map

The transaction is not the whole decision.

The price, the LOI, the partner you met, the bank statement that suddenly looks different. These are the visible objects. The dangerous part is the hidden decision about what kind of owner you intend to be on the day after close.

Inspection list

What Stan would inspect before the yes.

Before the offer hardens

Which control rights move on day one and which move on triggers later.
What the earnout pays out for, and what it does not.
What the new board looks like the morning after close.
Which executives on your team are paid to stay and which are paid to leave.
What the buyer's last three exits looked like for the seller eighteen months in.
Who at the buyer is your sponsor and what happens if that sponsor leaves the firm.
What the buyer is actually planning to do with the business that you have not been told.

Next gate

Go into the pattern before you go into application.

The point is not to collect another opinion. The point is to name the hidden decision well enough that the next move is not theater.

Capital Decisions

How control, dilution, and exit interact when the offer is real.

Exit and Succession

The decisions under the transaction. Not the transaction itself.

Governance

The board after close is the structure you actually signed.

How To Prepare For Sale Without Losing Control

The sale-readiness pattern beneath the deal.

Ways To Work

Use this after the pattern is clear.

Apply for Tier 03

Use this if the transition involves the team or the principals.

If the LOI is open, the work is not negotiation anymore. It is the decision about who you are on day three-hundred-sixty-five.

If you want Stan to read the live decision, use the application route and describe the offer in plain language.

When this is one live commitment and the cost is already real, Tier 01 is the commercial route. When the team and the principals are part of the work, Tier 03 applies.

Apply for Tier 03 Back to the hub