15 questions to ask a private equity buyer before you sign anything

When a private equity buyer sits across from you, they're interviewing your business. Almost nobody flips the table and interviews them back. That's a mistake, because the buyer's answers to a handful of direct questions will tell you more about how this deal actually ends than anything in their glossy offer letter. Below are the 15 questions we'd want answered before signing anything, grouped the way a deal actually unfolds: their money and track record, the deal itself, your people and your name, and your own life after closing.

For each one, you'll get why it matters and what a good answer sounds like versus an evasive one. You don't need to memorize them. Print this page, bring it to the meeting, and check them off. A serious buyer will respect it. Buyers have been rolling up the trades for years now, and they've gotten very good at this meeting. This list is how you get good at it too.

About their money and track record

1. Have you closed deals in my trade, and can I talk to owners who sold to you?

This is the single most revealing question on the list, because it's checkable. A good buyer names the trades they've bought in and offers to connect you with two or three former owners without hesitation. An evasive buyer talks about their "experience in home services" in general terms and promises references "later in the process." Later usually means after you've signed and lost your other options. When you do get the references, call them, and ask what changed after closing, not just whether the check cleared.

2. Is your financing committed, or do you still need to raise it?

Committed money means the funds to buy your business are already lined up, either sitting in their fund or promised in writing by their lender. If the buyer still needs to raise money or get a bank's approval after signing, your deal can shrink or die months down the road through no fault of yours. A good answer is specific: here's our fund, here's our lender, here's what's already approved. A vague answer like "financing won't be a problem" is exactly the answer that becomes a problem.

3. Whose money are you investing, and when does your fund need to sell?

Private equity funds pool investor capital, and Investor.gov describes fund investment horizons as typically 10 or more years. That fund horizon should not be presented as the holding period for a specific company. That timeline shapes every decision they'll make about your company after closing. A good buyer explains their timeline plainly and tells you where they are in it. Ask how the investment would be funded, which vehicle would own the company, and how the buyer's expected liquidity timeline could affect the operating plan.

4. Of the last several letters of intent you signed, how many actually closed?

A letter of intent, or LOI, is the non-binding agreement that sketches the price and terms before the real contract. Some buyers sign LOIs generously and then grind the price down during due diligence, betting you're too deep in to walk. Asking how many of their recent LOIs closed, and closed at the original price, tells you whether their first number is real. A good buyer answers with a number. An evasive one changes the subject to how excited they are about your company.

About the deal

5. What exactly is cash at close?

Cash at close is the money that's wired to you the day the deal closes. Not the headline price, not the earnout, not the equity you keep. The wire. Buyers love quoting one big number that quietly bundles all of those together, so make them break it apart: of the total price, how much lands in my account at closing? A good answer is a clean dollar figure. An evasive answer keeps steering you back to the total.

6. How did you get to your number, and what could change it before closing?

Most offers are built on a multiple of EBITDA, which is roughly your annual profit before interest, taxes, and paper expenses like depreciation. Ask what EBITDA figure they used and what multiple they applied. Then ask the sharper question: what findings in due diligence would make you lower the price? A good buyer names real things, like customer concentration or worn-out trucks. A buyer who says "we don't expect any changes" is either inexperienced or planning to surprise you.

7. How much of the price is guaranteed, and how much do I have to earn or wait for?

Anything that isn't cash at close falls into three buckets. Rollover equity means you keep a slice of ownership in the new company. An earnout means part of the price is only paid if the business hits targets after you've given up control. A seller note means you're lending the buyer part of your own purchase price, to be repaid over time. None of these are automatically bad, but every one of them is money at risk. A good buyer walks you through each piece and its risks honestly. An evasive one calls it all "your total consideration" and moves on.

8. How long is your exclusivity period, and what happens if you lower the price during it?

Many LOIs include a negotiated no-shop or exclusivity provision that restricts discussions with other buyers. The dossier does not establish a typical duration. That's normal. What you want to know is what happens if they come back mid-process asking for a price cut, which the industry politely calls a retrade. A good buyer agrees to a short exclusivity window and accepts that a big unjustified retrade frees you to walk. An evasive buyer wants six months of exclusivity and won't discuss the topic.

9. Who at your firm will I actually be dealing with after we sign?

The friendly partner courting you now is often not the person who'll run diligence or sit on your board later. Ask to meet the people you'd work with day to day, including whoever oversees their other companies in the trades. A good buyer makes those introductions before the LOI. If you can't meet the real team until after you've signed, you're buying a package without opening the box.

About your people and your name

10. What happens to my employees and their benefits?

Your techs and office staff built this with you, and they'll hear about the sale eventually no matter how quiet you keep it. Ask specifically: are you keeping the team, matching their pay and benefits, and honoring tenure and vacation time? A good buyer answers in specifics and can point to what happened at companies they already own, which you can verify with those reference calls from question one. An evasive answer sounds like "we value people" with nothing you could hold them to. If it matters to you, get it in writing.

11. Will my company keep its name, or get folded into yours?

Many buyers keep the local brand because your name is what customers trust, but many others rebrand within a couple of years. Neither is wrong, but you deserve to know before you sign, especially if your family name is on the trucks. A good buyer tells you their honest plan and what they've done with other companies they've bought. A vague "no plans to change anything right now" often means the decision just hasn't reached you yet.

12. What happens to my key managers, and to any family on the payroll?

Ask the buyer to explain its plans for managers, field staff, and back-office roles, including any retention arrangements or expected position changes. If your spouse handles the books or your kid runs a crew, ask directly what the plan is for them. A good buyer discusses this openly and puts key arrangements in the deal documents. Silence here tends to become someone's bad Monday six months after closing.

About you after closing

13. What do you need from me after closing, and for how long?

A buyer may request a transition, consulting arrangement, employment agreement, or continued leadership role. The duration and duties are negotiated. Ask for the role, the hours, the pay, and the end date. A good buyer has a clear answer because they've done this before. If your earnout depends on staying, understand that you're now an employee whose payday depends on hitting numbers under someone else's management.

14. What will I actually control after the sale?

If you're staying on in any role, ask what decisions remain yours. Can you still set prices, hire and fire, buy a truck without approval? Ask for specific boundaries around budgets, reporting, pricing, hiring, capital spending, and other reserved decisions. Put material governance rights in the transaction documents.

15. If I keep equity, when and how do I get paid for it?

If you're rolling over equity, your remaining slice usually pays out when the buyer sells the whole company again, after a future holding period. Ask what has to happen for that second payday, whether anyone gets paid ahead of you, and what your stake is worth if things go sideways. A good buyer explains the order of payouts in plain English and shows you how it worked in past deals. If they can't explain your own equity to you simply, that's your answer.

Bring the list, and bring someone with you

You don't need to ask all 15 questions in one sitting, and you don't need to be a lawyer to ask any of them. Print this page, bring it to every buyer meeting, and write the answers down. Evasive answers are information too. A buyer who dodges three or four of these isn't a buyer you want holding your life's work.

The other half of the equation is understanding your own position before buyer meetings begin. A private equity team may complete many acquisitions, while an owner may sell only once. Run your free Exit Score to organize the value drivers and risks a buyer is likely to examine. If a letter has already landed in your mailbox, our guide to handling an unsolicited offer is a useful next read.