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A PE Firm Called You. Now What?

The call comes out of nowhere. Someone from a private equity firm — or a broker representing one — wants to know if you'd consider selling. They mention your industry, your market, maybe even your reputation. It's flattering. It's confusing. And if you've never been through this before, it's a little terrifying.

Your first instinct is probably to call your accountant or your attorney. That's not wrong — but it's not the first thing you should do. The first thing you should do is slow down, take a breath, and understand what's actually happening before you respond to anything.

This article walks you through what a PE call really means, how to tell if it's serious, what to do before you take the meeting, and what you should never share until you know your own number. Whether this call leads to a sale or not, how you handle the next 30 days will determine whether you're negotiating from strength or scrambling to catch up.

First — Is This Offer Real? How to Tell the Difference Between a Serious Buyer and a Fishing Expedition

Not every PE call is a real offer. Many are fishing expeditions — a firm building a database of potential targets in your industry, testing the market, or simply trying to gauge your interest so they can come back later.

Here's how to tell the difference:

A serious buyer will be specific. They'll know your industry, your approximate size, and often something about your market position. They'll mention their fund, their investment thesis, and why your type of business fits. If the call is vague — "we're interested in acquiring businesses like yours" with no specifics — it's likely a broad outreach campaign. That doesn't mean it's worthless, but it's not an offer.

A serious buyer will want to meet, not just talk. A phone call is an introduction. If they ask for a meeting — in person or video — and they're willing to fly to you, that signals genuine interest. If they just want you to fill out a form or send your financials over email, proceed with caution.

A serious buyer will have a track record. Before you respond, spend fifteen minutes researching the firm. Have they made acquisitions in your industry before? How many? What happened to those businesses after the sale? If you can find portfolio companies and talk to the previous owners, you'll learn more in one conversation than in ten meetings with the PE firm itself.

If the call seems real, don't panic and don't rush. You have more time than you think. No legitimate buyer expects an answer on the first call.

What PE Firms Are Actually Buying in Construction, Manufacturing, and Professional Services Right Now

Private equity interest in these three sectors is not a trend — it's a structural shift, and it's accelerating.

Construction and specialty trades are seeing some of the most aggressive PE activity in the lower middle market. According to Capstone Partners, construction M&A expanded for the third consecutive year in 2025, driven by PE firms building multi-trade platforms in HVAC, plumbing, electrical, and mechanical contracting. Kroll's 2026 industry outlook noted that PE-backed service platforms continue active add-on acquisition programs, targeting companies with recurring maintenance revenue and regional market density. The residential HVAC services segment is now considered mid-cycle for consolidation, while commercial HVAC services are still in the early stages.

Manufacturing remains a core PE target, especially businesses with proprietary processes, stable customer bases, and products tied to infrastructure or defense spending. PE firms are looking for manufacturers they can professionalize and scale — which means they want businesses with documented processes and a management team, not businesses where the owner runs everything.

Professional services — particularly staffing, managed IT, and engineering — continue to attract PE-led consolidation. PwC's 2026 outlook specifically flagged staffing, business process outsourcing, managed IT, and cybersecurity as active consolidation targets. These firms are attractive because of their recurring revenue characteristics and scalability — but only when the client relationships and revenue generation don't depend entirely on the founder.

The common thread: PE firms are buying businesses, not people. If your business can't function without you, you're not the acquisition target they're looking for — at least not at the price you'd want.

What to Do Before You Take the Meeting

Before you sit down with anyone, you need to know three things about your own business. If you don't have clear answers to these, you're walking into a negotiation blind.

Know your EBITDA. Not your revenue. Not your net income. Your adjusted EBITDA — earnings before interest, taxes, depreciation, and amortization, with owner-specific expenses added back. This is the number the buyer will multiply to arrive at their offer. If you don't know it, your accountant can calculate it. If the number that comes back is different from what you expected, that's useful information — and it's better to learn it now than in a meeting with the buyer. We break this down plainly in What EBITDA Actually Means for a $2M–$20M Business Owner.

Know your dependencies. Where is the buyer going to find risk? Is your revenue concentrated in a few clients? Are you the primary salesperson? Does every major decision run through you? A PE firm will stress-test every one of these within the first two meetings. If you already know the answers, you can frame the conversation. If you don't, they'll frame it for you — and it won't be in your favor.

Know what you'd need. Not what you'd like. What you'd actually need from a sale to accomplish your goals — whether that's retirement funding, taking care of your team, or just having the option to step back. Having a number in mind — even a rough one — keeps you from getting anchored to whatever the buyer puts on the table first.

What You Should Never Say or Share Before You Know Your Own Number

This is where most owners make their biggest mistake. The PE firm is friendly, the conversation feels collaborative, and before you know it, you've shared information that gives them all the negotiating power.

Don't share your financials before you've reviewed them yourself. If your books are messy — personal expenses mixed in, inconsistent reporting, no clean EBITDA calculation — you're handing the buyer ammunition to lower their offer. Get your financials cleaned up before anyone outside your company sees them.

Don't name a price. If they ask what you'd sell for, the correct answer is: "I'd need to understand what a fair valuation looks like before I could answer that." The moment you name a number, it becomes a ceiling. Let them make the first offer.

Don't discuss your timeline. If they know you're burned out, approaching retirement, or dealing with a health issue, they know you're motivated — and motivated sellers get lower offers. Keep your reasons for exploring a sale to yourself until you're deep into a formal process with advisors on your side.

Don't assume this is your only option. One call from one firm is not a market. If there's genuine PE interest in your sector, there are likely multiple potential buyers. Running a broader process — even informally — gives you the ability to compare offers and negotiate from a position of strength.

What Should I Do When a Private Equity Firm Wants to Buy My Business?

When a private equity firm contacts you about acquiring your business, take these steps in order:

1. Don't respond immediately. Take 48 hours to research the firm, their portfolio, and their track record in your industry.
2. Calculate your adjusted EBITDA and understand what your business is worth before engaging in any substantive conversation. Read How Much Is My Business Actually Worth? for a plain-language guide.
3. Assess your owner dependence. If your revenue, client relationships, or operations depend heavily on you, a buyer will discount their offer accordingly. Know where the gaps are before the buyer finds them.
4. Consult an M&A attorney and a CPA experienced in business sales — not your regular business attorney or tax accountant, but someone who has been through transactions like this before.
5. Do not share detailed financial information, name a price, or discuss your personal timeline until you have advisors in place and a clear understanding of your own number.
6. If the interest seems genuine, consider whether a broader market process (approaching multiple potential buyers) would produce a better outcome than a single negotiation.
7. Whether or not you decide to sell, use this moment to begin the work of preparing your business — reducing owner dependence, cleaning up financials, and building a team that can operate independently.

How to Prepare Your Business to Sell — Even If You're Not Ready to Decide Yet

The PE call might lead to a sale. It might not. Either way, the smartest thing you can do right now is start the work that makes your business ready — because that work makes the business better whether you sell or not.

This is what it actually means to prepare your business to sell. It means building a sales pipeline that doesn't depend on you. It means cleaning up your financials so they can withstand scrutiny. It means developing your team so the business runs when you're not in the room.

If you do those things and a great offer comes along, you're ready to take it. If you do those things and decide to keep running the business for another ten years, you've built something that's easier to manage, more valuable, and safer for your team. There's no downside to being prepared.

The owners who get the best outcomes — the ones who sell on their terms, at the price they deserve — are the ones who started this work before the call came. The second-best time to start is right now.

That's what it means to plan the exit.

Find out how dependent your business is on you — take the 2-minute Owner Dependence Assessment.

It's free. The results are immediate. And they're yours — not a sales pitch.

Want to talk through what you found? Book a 15-minute call. No pitch. No pressure.

Read next: How Much Is My Business Actually Worth? A No-BS Guide to Valuation

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