Seller Beware: Going Direct with a Buyer Could Cost You Millions

If you’re an owner of a healthcare services company, chances are you are getting approached regularly, even daily, by private equity groups, strategic buyers, independent sponsors, and search funds, all eager to talk. Some may have suggested attractive “multiples” that they will pay for companies like yours. It sounds flattering, even tempting. You think, “I’ve got a willing buyer, let’s keep it simple and cut out the middleman.”

Think again.

We know how this might sound.

Yes, we’re advisors — and yes, we benefit when sellers hire us. But stay with us. This isn’t a sales pitch. Whether you work with us or another experienced advisor or banker, this is about making sure you don’t leave millions on the table. Here’s why:

1. It’s Not Just About Finding Buyers – It’s About Finding Your Ideal Buyer

In today’s market, especially in the healthcare services sector, there is no shortage of buyers. If you own a solid business, you’re most likely getting approached regularly. You may even be thinking, “I don’t need a banker; the buyers are coming to me.”

But here’s the reality: finding a buyer is the easy part. Finding the right buyer, getting top-of-market terms, and protecting yourself through diligence, closing, and post-closing reconciliation — that’s the hard part. That’s where a competitive, advisor-led process delivers real, measurable value.

2. Good People – Even Better Negotiators

Buyers may seem friendly. Most are genuinely high-integrity people. But don’t forget who they work for: investors. And their job is to get the best deal possible — for them, not for you.

Private equity firms, in particular, are professional dealmakers. They do this every day. They know what levers to pull. They know how to frame their offer just right to make you feel like you’re winning, even when the deal is structured entirely in their favor.

Meanwhile, most business owners are selling for the first (and only) time. That’s not an even playing field.

3. Even PE Firms Hire Bankers When They Sell — Why Don’t You?

Here’s a telling fact: when private equity groups go to sell a portfolio company, they almost always go through a banker-led competitive process.

Why?

Because they know it’s the only way to:

• Maximize valuation and terms

• Maximize closing certainty

• Generate competitive tension among buyers

• Create backup options if the chosen buyer drags their feet or tries to renegotiate post-LOI

If the pros won’t go to market without an advisor, why would you?

4. Where Many Sellers Slip: Naming Your Price First

It often starts with a simple question from a buyer:

“How much do you want for your company?”

You give them a number. They come back with something just below that, maybe with some “stretch” language to make it feel generous. But look closer at the deal:

• There’s a seller note (you’re effectively financing the buyer)

• Payments are deferred (vs cash at close)

• There’s an earnout (you’re taking on all the post-close performance risk)

• You’re rolling equity, but you’re last to get paid from a liquidity event, and often at a diluted value

It’s not just about the headline number — it’s about structure, terms, timing, and control. And most self-negotiated deals get structured in ways even the well-informed seller doesn’t fully understand until it’s too late.

5. “Fair” ≠ “Market”

Buyers love to position their deals as “fair.” It sounds reasonable. It sounds cooperative. But in practice, it’s a subjective term – one that can make a deal seem better than it is.

“Fair” is subjective. “Market” is real.

And unless you’ve run a proper process and seen multiple offers, you don’t know what “market” is. That’s how buyers keep you in the dark — and get you to accept less than you could have achieved.

6. Premium Companies Get Premium Outcomes

Strong, high-performing agencies don’t just deserve “a good deal” — they often receive something better: a premium.

We always give valuation guidance to our clients before going to market — informed by comps, investor sentiment, experience, and current deal trends. But we’re often pleasantly surprised by where the market actually takes the deal, especially with premium businesses.

Why?

Because when the right buyer meets the right opportunity at the right time, strategic motivation can drive valuations far above guidance. It’s not uncommon to see bidding wars erupt over highly differentiated companies — and those wars don’t happen without process, positioning, and pressure.

If you’re running a great company, don’t settle for “reasonable.” There’s a good chance your business is worth more than you think — but only if you let the market tell you.

7. We’ve Seen This Movie Before — And Changed the Ending

We’ve had multiple clients approach us after they’d already negotiated a letter of intent directly with a reputable, strategic buyer. They were ready to sign.

Each time, we reviewed the deal. We saw opportunities to push back. To create leverage. To run a fast but focused market process, all while keeping the buyer interested and at bay.

Each time, we got them a significantly better deal. In some cases, it was with the same buyer. In others, it was a new buyer altogether. Either way, just introducing competition changed everything — often adding millions to the final purchase price and dramatically improving the terms.

Even the threat of competition made buyers step up. That’s how leverage works.

8. Think You’re Saving Money? Think Again.

Some sellers avoid hiring an advisor because they think they’re saving money by going direct.

Hiring a banker is not a cost. It’s an investment. And like any smart investment, it comes with a return — one that pays off at closing, in the form of a better price, better terms, and higher certainty of close. It’s a performance-based investment with virtually guaranteed, immediate ROI.

9. Better Odds of Closing. Better Terms at Close.

Deals fall apart for all kinds of reasons — diligence issues, financing delays, buyer fatigue, retrades.

But when sellers work with an experienced advisor who runs a real process, the odds of closing go up dramatically. And just as important, the odds of closing on the originally agreed terms go up too.

Buyers are far less likely to drag their feet or re-cut a deal if they know there are other interested parties waiting in the wings. And they will not want to have a reputation in the healthcare M&A world as less-than-honest dealmakers.

You’ve Heard Our Perspective

We’re not asking you to take it on faith — we’re asking you to look at the facts, the market, and what happens when real competition is introduced. Whether you work with us or not, make sure you’re not negotiating alone.

The Bottom Line

When a buyer approaches you directly, they’re doing what buyers do — trying to get the best possible deal for themselves. There’s nothing wrong with that. But it means the process will be tilted in their favor unless you change the dynamics.

That’s what an advisor does. We reset the playing field. We bring the right buyers to the table, create competition, and ensure you’re in a position of strength throughout the process — not just at the LOI stage, but all the way through diligence and closing, and often even beyond.

You’ve spent years building your business. When it’s time to sell, you deserve more than just a “reasonable” offer. You deserve a market-tested outcome that reflects the true strategic value of what you’ve built.