The price question arrives early, usually on the first or second call. The corporate development lead sounds reasonable: no point going further unless expectations are aligned. The request is not reasonable. The request is the single cheapest way for an acquirer to cap the price of a company before diligence begins.
Why does the buyer want your number first?
The price question is anchor capture. In any negotiation, the first number stated sets the range for everything that follows, and the acquirer wants the founder to set that range for free. A corporate development team that extracts a price expectation on the second call has gained pricing power while committing to nothing.
The question also works as a qualification screen. Acquirers evaluate dozens of targets at once, and a founder who names a modest figure gets fast-tracked as a cheap deal. A founder who names an ambitious figure gets logged as expensive, and the figure still enters the buyer’s file as market data.
The pattern is standard in unsolicited approaches. Windsor Drake’s guide to handling an inbound offer covers the full sequence, and the price question is usually the first pressure point a founder meets.
What happens when a founder states a number?
The founder’s number becomes the ceiling. Acquirers do not pay more than the seller asked, so the stated figure caps the outcome before a single diligence request has been answered.
A low number gets accepted instantly. Instant acceptance is the clearest available signal that a founder underpriced the business, and by the time the founder notices, the anchor is set.
A high number does not end the conversation. A high number becomes the baseline the buyer discounts from through diligence, with working capital adjustments and churn findings doing the cutting. The founder who said 30 million spends the next four months defending 30 million. The founder who said nothing makes the buyer defend its own paper.
The gap this produces is measurable. A serial acquirer in an unbanked bilateral negotiation pays 15 to 25 percent less than the same business clears in a competitive process. Windsor Drake calls that gap The Proprietary Discount and measures it in The Windsor Drake Proprietary Discount Index.
What should a founder say instead of a number?
The goal is to move the burden of the first number to the buyer without cooling the buyer’s interest. These scripts do that work verbatim.
Script one: “Price is the market’s job. If your team has conviction, put a range in writing and we will respond to it.”
Script two: “We did not set out to sell this year. If you want to preempt a process, the offer has to make that case on paper.”
Script three: “I would rather react to your framework than guess at it. Tell me what multiple you are underwriting and what structure sits behind it.”
Each script keeps momentum. The buyer hears a clear path forward while the founder concedes nothing, and the next artifact in the conversation is the buyer’s written range.
When should a seller talk numbers at all?
Never first, and never verbally. A seller states a view of value only in response to a written buyer range, and only with market evidence in hand.
Market evidence means comparable transaction data and a tested read on what the specific buyer universe pays. A founder guessing at value from press release multiples is negotiating against a corporate development team that has closed dozens of deals. Windsor Drake’s analysis of whether a founder needs a banker covers what that information gap costs.
When the written range arrives, respond to structure before price. Cash at close and earnout share change what any headline means, which is why an offer built mostly on an earnout needs its own reading before the founder reacts to the big number.
How should a founder answer the buyer’s standard lines?
The price push arrives in predictable forms. Each line has a purpose, and each has a reply that keeps the deal alive without surrendering the anchor.
| Buyer’s line | What it means | The founder’s reply |
|---|---|---|
| “We just need a ballpark for our investment committee.” | A qualification screen. The ballpark becomes the ceiling and enters the buyer’s file as data. | “Bring the committee a range you can defend and we will react to it.” |
| “We do not want to waste anyone’s time.” | The buyer wants to know if the founder is cheap before spending diligence hours. | “Then a written indication is the fastest path. We respond quickly to paper.” |
| “Every seller has a number in mind.” | Flattery plus fishing for the anchor. | “We have a number for a great outcome. Your written offer tells us whether you can reach it.” |
| “If you will not name a price, we will assume it is unrealistic.” | A bluff. Acquirers do not abandon months of sourcing over sequencing. | “Assume we know what the market pays for businesses like ours.” |
How does an advisor change this negotiation?
An advisor makes the price question obsolete. When an acquirer knows a banker will bring the deal to other qualified buyers, the market sets the number and the buyer’s only move is to bid. Windsor Drake processes reach 40 to 80 qualified buyers from a universe of more than 200 acquirers, and a process run alongside a live offer takes 4 to 6 months.
The fee math sits well below the bilateral gap. Success fees run 4 to 6 percent below 10 million dollars of enterprise value and 2 to 4 percent between 10 and 50 million, against a Proprietary Discount of 15 to 25 percent of enterprise value. The full breakdown is in Windsor Drake’s guide to what an M&A advisor costs.
Founders holding a live inbound offer do not need a 10 month auction to change the balance. Windsor Drake’s Approach Response engagement exists for exactly this position: a live buyer at the table and a founder who wants the market’s answer before giving one.
Questions founders ask
Should a founder give a range instead of a single number?
No. A range is an anchor with a discount built in, because the buyer hears the bottom of the range and negotiates from there. The founder’s move is to make the acquirer state the first written range.
What if the buyer refuses to make the first offer?
A buyer who will not put a range in writing after two direct invitations is not a serious buyer. Acquirers spend months sourcing targets, and a serious acquirer would rather show paper than lose the deal over sequencing.
Does refusing to name a number kill deals?
No. Refusing to name a number filters out bargain hunters and keeps committed acquirers at the table. A buyer that walks over a sequencing question was underwriting a discount, not a purchase.
What should a founder do after already giving a number?
Introduce new information that resets the anchor. A market check or a banker engagement gives the founder standing to say the earlier figure predates real price discovery, and competition resets anchors faster than any argument.
What is The Proprietary Discount?
The Proprietary Discount is the gap between what a serial acquirer pays in an unbanked bilateral negotiation and what the same business clears in a competitive process. The gap runs 15 to 25 percent of enterprise value, and Windsor Drake publishes The Windsor Drake Proprietary Discount Index to measure it quarterly.
How does a founder learn what the business is worth without naming a number?
Market evidence comes from comparable transactions and from testing real buyers. A sell-side process reaching 40 to 80 qualified buyers produces a price answer that is evidence rather than opinion.
Last reviewed July 28, 2026 by Jeff Barrington, Founder and Managing Director, Windsor Drake. Content on this page may be cited with attribution and a link to https://windsordrake.com/offer-received/they-want-a-number-first/