Right now, at an unprecedented rate, private equity and corporate development professionals are making unsolicited offers to buy privately held companies. Pressured to deploy capital, private equity firms have dramatically increased their direct outreach efforts. Similarly, large corporations are seeking growth through acquisitions to support their record high stock prices. Both buyer types seek to avoid more competitive banker-run processes. 

Recently, a business owner reached out to Headwaters after receiving an unsolicited offer from a large client to buy his company. The initial bid was ~$15mm. At the time, the company was not sure what the value should be and was not fully prepared for a sale process. There was some curiosity about a liquidity event/exit, but the CEO felt fairly confident about the future so a sale of the company was not high on their priority list.

The company had roughly $4 million of EBITDA, attractive margins, a good reputation and long history with its customers. Like many middle market companies, it also had some customer concentration issues.

Headwaters believed the company would achieve a premium valuation through a competitive process. We assisted in preparing the company for a recapitalization to provide liquidity to select shareholders and to achieve other non-financial goals of all shareholders.


Buyers are trying to catch companies off guard by entering transactions preemptively. Not only are their offers often below market, but these buyers often catch a company unprepared for what lies ahead. Business owners need – and deserve – quality advisors to minimize management distraction, increase the likelihood of closing a transaction and improving all deal terms including final valuation and cash at closing.

In the current market environment, Headwaters frequently gets calls from business owners that have already been approached by a buyer. Sometimes that buyer wins the day. In those cases, Headwaters’ role is to prepare the company for the diligence process and enhance the valuation/terms via the threat of competition and professional advice based on real market conditions and senior banker expertise. However, in many cases, the company moves forward with a more expanded process, which may or may not include the initial bidder. In these situations, business owners can feel more confident that they maximized valuation and can be more in control of trade-offs on terms, conditions, and profile of the ultimate buyer.


We are unapologetic advocates for the business owner.  Business owners make the sacrifices, take the risk and make the hard decisions to create companies of value. We live to support these business owners when they seek to raise money for growth, to make acquisitions, or to sell some or all of their business.

Over its 15 year history, Headwaters has established a trusted referral relationship with numerous large financial institutions and their key relationship managers.  We are quite proud of our track record in serving our partners’ client needs in close cooperation with these advisors – we respect the relationship history and understand the stresses of these critical moments.  These larger firms are demanding of us, as they should be, conducting regular diligence on our processes and procedures with high quality standards and no room for error.  We thrive in this environment.  We partner with these firms/advisors to bring the total service package to our shared clients.


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