A competitor hinted they might sell. What should I say?

Say you are interested and that there is no rush. Something like: if you ever get serious, I would like to be the first call. Do not name a price, do not ask for financials, and do not tell your team. A hint is the start of a conversation that may take months, and the owner is watching how you handle it.

Can two competitors legally talk about one buying the other?

Yes. Competitors are allowed to discuss a sale. What they cannot do is share competitively sensitive information, such as current pricing, bids, wages, or customer terms, or start coordinating how they compete before the deal closes. Those limits come from the Sherman Act and apply at any deal size, even though deals under the federal filing threshold ($133.9 million in 2026) never file with the government.

What is gun jumping in an acquisition?

Gun jumping is acting like one company before the deal closes: sharing sensitive competitive data, coordinating prices or bids, splitting customers, or letting the buyer direct the seller's operations. Until closing, the two businesses are still competitors and have to keep acting like it.

What NDA should I sign with a competitor who might sell to me?

A confidentiality agreement that limits who on your side sees the information, plus a non-solicitation clause covering the seller's employees and customers if the deal does not happen. The seller's biggest fear in talking to a competitor is losing technicians and customers to you. Offering the non-solicit before they ask builds trust fast.

Should I talk to the selling competitor myself or use an advisor?

Talk directly while the conversation is about interest and goals, especially if the owner raised it with you. Bring in a third party when the talk turns to numbers, when the relationship is arm's length, or when the owner wants a buffer. A third party lets either side say no without damaging a relationship you will still have if the deal dies.

A Competitor Hinted They'd Sell. What Do You Do Next?

Short answer: Treat the hint as the start of a slow, careful conversation, not a negotiation. Tell the owner you are interested and there is no rush. Do not name a price, do not ask for numbers, and do not tell your team. Before anything sensitive changes hands, sign a confidentiality agreement that includes a non-solicit, and keep competing exactly as you do today until the deal closes. Competitors are allowed to talk about a sale. They are not allowed to act like one company before it happens.

Why a hint matters

Most owners never tell a competitor they are thinking about selling. They tell their CPA, their banker, or their spouse first, and a competitor is usually the last person they want to know, because word travels to employees and customers. So when a competitor hints, it means two things: they are further along than they are saying, and they trust you more than most. Handle the next few conversations well and you may be the only buyer they ever talk to. Handle them badly and they call a broker.

The first conversation

Keep it short and keep it about them. Ask what they want next: retirement, a partner buyout, a break from the phone ringing at night. Ask what matters to them besides money. Their answers tell you what the deal has to look like long before anyone opens a spreadsheet.

What to say: if you ever get serious, I would like to be the first call. No rush.

What not to do:

Name a number. A price said in a parking lot becomes the floor of every conversation after it, and you have not seen a single financial yet.
Ask for financials or customer lists. Too early, and from a competitor it reads as fishing.
Tell your team. Your service manager knows their service manager. A leak can end the deal and damage their business, and they will not forget who leaked it.
Approach their people or customers. Not now, and not if the deal dies.

What competitors can and cannot talk about

Deals this size are far below the federal pre-merger filing threshold, which is $133.9 million for 2026, so there is no government filing and no waiting period. That does not mean there are no rules. The antitrust law that bars competitors from coordinating with each other applies at any deal size, and until closing, the two of you are still competitors.

Fine to discuss: whether there is interest, the owner's goals and timing, the general shape of a deal, what happens to the owner and the crew, and high-level information about the business.

Keep out of early conversations: current or planned pricing, bids on specific jobs, technician pay and pay plans, customer-specific terms and margins, and anything about who will go after which customers or employees.

Never, before closing: agree to stop bidding against each other, split customers or territories, align prices, or have the buyer start directing the seller's business. Lawyers call this gun jumping, and it is a real violation even on a small deal.

When diligence does require sensitive detail, such as customer-level revenue or pay rates, the usual fix is to limit who sees it: an outside accountant, a quality of earnings firm, or a small named group on your side, often with customer names removed or results summarized. Your deal attorney sets the specific protocol. This page is a map of the issue, not legal advice.

The paper to sign first

A confidentiality agreement comes before any numbers. With a competitor, two terms matter most:

Use and access limits. The information is used only to evaluate the deal and is seen only by named people.
A non-solicit. If the deal does not happen, you will not recruit their employees or go after their customers using what you learned, for a defined period.

The seller's biggest fear in talking to you is that you walk away with their best technicians and their customer list. Offer the non-solicit before they ask. It costs you nothing you were planning to do, and it tells the owner you understand what they are risking.

Who should carry the conversation

You should, early, especially when the owner raised it with you and you know each other well. Owners sell to people they trust, and you are the one they trust.

A third party should carry it when the conversation turns to price and terms, when the relationship is arm's length, or when sensitive information starts to move. That can be your advisor, their CPA, or a broker if they hire one. A go-between keeps the competitors at arm's length on the information that matters, and it lets either side say no without a falling out. You will be competing with this owner for years if the deal dies.

If the owner says they want to talk to a broker first, do not fight it. A represented seller is usually a more prepared seller. Ask them to tell the broker you are interested, so you are the first call.

Before you talk price

Four things to know before the number comes up:

Why you want it. Which asset are you buying: density, customers, people, or something else? See how to write an acquisition thesis.
What it is worth to you. Start from the cash flow, not the comparable sales. See what multiple to pay.
How you would pay for it. Know your lender's appetite and whether a seller note is part of the answer. See the acquisition capital stack.
What would kill it. Owner dependence, a license held by one person, one big customer. See what lowers the value of a business.

And when the owner asks why they should sell to you rather than a private equity platform, have an answer ready. See why an owner sells to you instead of private equity.