Received an Unsolicited Offer for Your Home Care Agency? Do These 7 Things First

If you own a home care, home health, or hospice agency with more than a few million in revenue, it’s probably already happened: a letter, an email, or a LinkedIn message from a private equity firm or a national provider. “We’re actively acquiring in your market and would love a conversation.” Maybe they even named a number.

Here’s what that offer actually means — and the seven steps to take before you reply with anything more than a polite acknowledgment.

What an Unsolicited Offer Really Is

Buyers don’t send unsolicited offers to be generous. They send them because acquiring outside a competitive process is the single biggest discount available in M&A. Every PE platform’s playbook says the same thing: build proprietary deal flow, reach owners before an advisor does, anchor early, move fast, lock exclusivity.

None of that makes the buyer dishonest. It makes them good at their job. The question is whether anyone on the other side of the table is doing that job for you.

It’s also genuine market intelligence. An inbound offer tells you:

• Your agency is visible and attractive to institutional acquirers
• Buyers are actively deploying capital in your state and service line
• Your sector’s consolidation cycle is running — and windows like this don’t stay open forever

The 7 Steps to Take Before Responding

1. Don’t share financials — yet

The moment you send a P&L, you’ve started a one-buyer process on the buyer’s terms. Politely acknowledge: “We’re not for sale, but I’m always open to understanding the market. Send me your background and criteria.” You lose nothing; you learn plenty.

2. Never sign anything with an exclusivity clause

Some buyers push a “friendly LOI” fast. An LOI’s exclusivity provision (30–90 days where you can’t talk to anyone else) is the entire ballgame — it converts your one alternative (walking away) into their leverage. Understand what an LOI commits you to before your name goes on one.

3. Establish your real market value independently

You cannot evaluate an offer without a benchmark. Get an independent, transaction-comp-based read on your value — not an online calculator, and not the buyer’s number. (Our valuation guide explains the methodology; a free confidential valuation call applies it to your agency.)

4. Normalize your EBITDA before anyone else measures it

Unsolicited buyers value you on the financials you hand them. Owner add-backs, one-time costs, and below-market owner compensation routinely add 10–25% to adjusted EBITDA — and every dollar of missed add-backs costs you 4–8 dollars of price at typical home care multiples.

5. Ask the diagnostic questions

Legitimate, well-capitalized buyers answer these easily:

• How many agencies have you closed in the last 18 months? In my state?
• Is this platform or tuck-in capital? Committed fund or deal-by-deal?
• What’s your typical structure — cash at close vs. escrow vs. earnout vs. rollover?
• Will you share references from sellers you’ve acquired?

6. Decide if this is your window — on your timeline, not theirs

“We need an answer by Friday” is manufactured urgency; real buyers with real capital wait for good assets. The actual timing question is about you: your energy, your growth trajectory, the market cycle, and regulatory currents in your payer mix.

7. If you decide to engage, make it competitive

This is the step that changes the outcome. The same buyer who anchored at 4× EBITDA in a proprietary conversation routinely pays 5.5–6× when they know other qualified bidders are at the table. You don’t create that pressure by saying other buyers exist — you create it by actually running a process where they do.

The Math of Responding Blind vs. Informed

Take an agency with $1.5M adjusted EBITDA:

Path	Multiple	Outcome
Accept unsolicited anchor	4.0×	$6.0M
Negotiate alone, no alternatives	4.5×	$6.75M
Competitive process, 3–5 bidders	5.5–6.0×	$8.25M–$9.0M

That spread — $1.5M to $3M on this example — is not negotiation magic. It’s what happens when buyers price against each other instead of against your inexperience. And it’s before terms: in single-buyer deals, sellers also concede larger escrows, looser working capital pegs, and riskier earnouts.

Bottom Line

An unsolicited offer is a compliment and a trap in the same envelope. Take the compliment. Skip the trap:

1. Acknowledge politely, share nothing
2. No exclusivity, no LOI, no financials
3. Get an independent valuation
4. If the timing is right for you, engage from strength — with competition at the table

Received an offer and want a same-week, confidential read on whether it’s fair? Book a free 20-minute call. We’ll tell you honestly — including if the offer is actually good.