Welcome back to the Mid Market Insider!

Today, I’m sharing a real example of how inbound buyer interest can quickly turn into a distraction, and why responding to every request isn’t always in your best interest.

We’ll talk about how to spot bad offers early, protect your time, and why preparation is what gives owners real leverage when buyers come calling.

I had a conversation recently with a business owner that stuck with me:

He’d started receiving a steady stream of inbound interest from buyers. Nothing formal at first, just calls, emails, “quick questions.”

So he entertained them, and that’s what most owners do.

After all, interest feels good, validating, and it feels like optionality.

But here’s what happened next:

Those “quick questions” quickly turned into nonstop diligence requests. Things like:

He tried to be responsive, until it became overwhelming.

The volume of requests started pulling him away from actually running the business (which is where things get dangerous).

Even if he had signed an LOI, performance slipping during diligence could have hurt valuation or killed the deal entirely.

Buyers don’t just analyze your numbers, they analyze trends during the process. If revenue dips or margins compress while they’re evaluating you, that becomes part of the story.

All of this happened before anything was formal.

And yes, he did receive offers.

One offer came from a strategic buyer in his industry, someone with a strong reputation and a long deal history.

Their message was simple and authoritative:

“This is what businesses like yours trade for. You won’t get more.”

The structure was terrible. Only a small portion of the purchase price was cash. The majority was contingent, with a very real chance he’d never see much of it.

Authority does not equal accuracy.

Just because a buyer says “this is how it works” doesn’t make it true.

The experience was frustrating for him, but it was also clarifying.

Inbound interest does not automatically mean leverage.

An offer is not automatically a good offer, and confidence from a buyer does not mean alignment.

To his credit, he pulled back and stopped entertaining those requests.

He’s now getting clear on what he actually wants, preparing clean financials, organizing his narrative, and deciding intentionally who he will engage with, and on what terms.

That’s the position of strength.

Too many owners assume preparation starts after an LOI.

In reality, preparation determines whether you even get to a good LOI.

You don’t owe every buyer your time, nor your data.

And you certainly don’t owe them engagement at the expense of running your business well.

The strongest position isn’t having inbound interest.

It’s choosing when, how, and with whom you engage.

That only comes from preparation, and preparation doesn’t happen in the moment.

That’s all for today’s newsletter! Thanks for reading!

In next week’s edition, I’ll share my thoughts on AI, where it genuinely adds value, and where I think business owners are getting ahead of themselves.

We’ll talk about why understanding your processes matters more than chasing new tools, and how to use AI as leverage without letting it replace judgment.

Keep building,
Nick