You got a letter from a buyer.

A letter of intent showed up, by mail or email, from a buyer you never approached. Your heart rate is up. Here is the good news: you have time. You have about 48 hours before the buyer follows up, and nothing you need to do in that window is urgent. Here is the order.

1. Read it slowly, twice. Note the headline price, the structure (how much is cash at close, how much is stock or earnout), the working-capital target, the exclusivity period, and the diligence timeline. Do not reply yet. There is no prize for a fast response.
2. Do the multiple math. Divide the headline price by your trailing twelve months of profit. Do it again on the price if the earnout is fully hit. Compare both to the going range for your size and sector. That tells you whether this is serious or a lowball fishing letter.
3. Do not call your CPA or your lawyer first. This is the most common mistake. Your general business advisors are not deal people. Their instinct is either to tell you to ignore the letter or to negotiate it themselves. Both are wrong, and both can cost you.
4. Call one person, not three. Pick one of: a senior partner at a lower-middle-market M&A advisory firm, an experienced M&A lawyer, or a fellow owner who sold a similar business in the last three years. Have one 30-minute call. Describe the letter and ask for an honest read.
5. Take the meeting, but sign an NDA first. The meeting is cheap. The information is worth a lot. A mutual non-disclosure agreement is standard, and the buyer will expect it. In the meeting, listen more than you talk. Ask how they found you, what they would pay up for, and what the structure really means.
6. Say almost nothing about your number. Never tell the buyer what you would accept. Never say you have been thinking about retiring. Never say there are no other buyers. Every one of those hands the buyer your leverage. The right posture is calm and curious, not eager.
7. If it is real, hire a banker before you go further. The banker's whole job is to bring competition into the process, and competition is the only thing that turns the opening number into a real one. Hire the banker on the assumption that you might not sell. The freedom to walk away is what you are paying for.

The first number is the opening number. Nothing you do in the first 48 hours commits you to anything. The goal right now is simply to not give anything away.