A letter of intent is not a purchase. With two exceptions, it is not even binding. The buyer's price can still change. The parts that do bind are confidentiality and exclusivity, and both bind you: for weeks or months, you agree not to talk to any other buyer.
So the buyer's number can move. Your silence cannot. That is why nothing gets signed in the first 48 hours. Signing a letter is normal, and most deals that close start with one. The goal is to sign it with your eyes open.
The first call is not a deal event. It is a data event. Decide that in advance and the call gets easy.
Never say a number. Not a price, not a range, not “I'd probably want somewhere around...” A professional treats that as your ceiling forever.
Never say “we're not for sale” in anger. It tells them nobody here has a process for this.
Never ask “what did you have in mind?” That tells them you are already dreaming.
Never send financials “to see what we might be worth.”
Never mention a timeline, a retirement date, your health, or a partner problem.
Never let them hear excitement. You are allowed to be pleased. You are not allowed to be visible about it.
A deal rarely has one price. It has the headline, the working capital adjustment, and often an earnout. Around them sit two clocks: exclusivity, and the escrow. Owners read page one and skim the rest. Buyers write page one and draft the rest.
So before you talk about the number with anyone, send back five questions, in writing. No number from you, no enthusiasm, no timeline. Just these.
Vague answers are information. If the letter cannot answer these five, that is the finding. And before you sign anything, a deal lawyer reads it.
Gene, a composite from the book, took his call in his own shop's parking lot. He shook on a number at dinner and signed the letter after reading page one. Then the buyer's accountants went to work. Nobody cheated him. Every cut had a document behind it, and most of the signatures were his.
Gene is not the horror story. He is the ordinary case. Roughly three in four lower-middle-market deals take at least one cut after the letter is signed, and when the owner was not ready, the average cut runs about 18 percent (Cordis Institute, WP-001). The 48 hours above are how you do not take the call the way Gene did.
An offer in hand changes what is worth your time. If your business does $5 million to $50 million a year and the offer is real, the Cordis MRI exists for exactly this moment: your real numbers, read against who is actually buying, before you sign. Application only. No call unless you ask.
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