Got a PE, roll-up, or DSO offer? Read it like an Illinois closing.

A platform letter is a starting point, not a wire instruction

Private-equity business-development teams are good at sounding like the only buyer in Illinois. They are rarely the only buyer. They are often the most polished first letter. Your job is to translate enterprise value into cash you can keep after Illinois taxes, debt payoff, and the employment agreement they also want you to sign.

BizBuySell’s Q2 2026 Insight Report found that 35% of owners had no idea of value and only 14% used a professional valuation. That gap is how a first PE multiple becomes the only number in the owner’s head. Read the Q2 2026 Insight Report. A recast — even a short one — is how you keep the conversation adult.

The Exit Planning Institute reports that 27% of Boomer owners have a formal valuation and 5% have a documented exit team. EPI generational readiness research. If your “team” is a golf friend and a PE associate, you are in the majority. You do not have to stay there.

We do not need you to upload the letter to a portal. Book a consult, bring the LOI, and we will walk cash at close, Illinois Bulk Sales, Secretary of State structure, license transfer, and lease assignment. Educational, not legal or tax advice. Success fee if you engage a process — no upfront listing fee.

Earnouts are not “upside.” They are price you left on the table, paid later, usually on a definition you no longer control. If the platform can change staffing, pricing, or territory after close, they can miss the earnout you are counting as retirement money. Write who decides those items, or treat the earnout as zero for lifestyle math. Counsel drafts. We flag the economics.

Rollover equity in a parent you cannot diligence like a public stock is illiquid paper. Ask how that paper is valued, whether you have information rights, and what happens if they sell the parent again in two years. “You’ll do great in the next recap” is not a number. Mark rollover to a honest number — often zero for household planning — until someone proves otherwise.

Working-capital pegs written for a software company punish seasonal Illinois operators. Receivables, deposits, and inventory swing. A peg that treats a February trough as a seller shortfall will move six figures after you thought you had a deal. Ask for a seasonal example in the peg definition. If they will not give one, you do not have a priced letter. You have a compliment with a true-up attached.

Holdbacks and indemnities are the same family. A percentage held for “reps” without a cap, a survival period, or a dispute process is a second price. Model 10 percent and 20 percent on the actual headline before you tell your spouse the number. Then put the model next to how a success fee works. We do not charge a listing retainer to look at a letter. The consult is free. Engagement is success-fee only.

BizBuySell’s Q4 2025 Insight Report found 44 percent of sellers prioritized a fast or low-stress close versus 28 percent who wanted top dollar. That preference is legitimate. A long exclusive that dies in quality-of-earnings is how “speed” becomes a lost season. An exclusive before they recast your add-backs is a gift to their calendar, not yours.

A short exclusive after a priced, funded letter can be rational. Priced means earnings definition, cash at close, peg, holdback, and employment are on the page. Funded means you know whether this is sponsor cash, a credit line, or a story. If they are still “checking other Illinois shops,” you are the option. Options belong on their side of the table only if you are paid for them.

Running a process does not mean a public listing. It means a second screened buyer — another operator, an SBA buyer, a competitor — exists while you read the platform letter. That is representation. We work on a success fee with no upfront listing fee. The first hour is still a consult at /contact. Bring the letter. See whether it is time and how a confidential sale runs.

The Exit Planning Institute reports that 27 percent of Boomer owners had a formal valuation and 5 percent had a dedicated exit team. If your team is a golf friend and a PE associate, you are in the majority. You do not have to stay there. Offer review is process and economics. Lawyers draft. CPAs allocate. We keep the conversation confidential and Illinois-specific.