This page is for the founder of an established company in Miami or South Florida whose sale is signed or close to it, and who now has to tell the people the company buys from and sells to. Telling employees has its own guide, telling your team about a sale. A request from the buyer of the company to speak with customers during diligence is covered in our guide to handling due diligence. This page covers the announcement to customers and suppliers: who hears first, who tells them, what to say and what not to promise.
Who needs to hear, and in what order?
Sort customers and suppliers by what the sale means for each of them before anyone drafts a message. The table sets out a common order. Your attorney and the acquirer will adjust it to your contracts and the terms of the sale, and any notice a contract requires comes ahead of the order you would prefer.
| Group | When they usually hear | Who tells them | What to avoid |
|---|---|---|---|
| Customers or suppliers whose contracts need consent or notice | When your attorney says the contract requires it, which can be before closing | You, with wording your attorney approves and the acquirer has seen | Asking for consent before you and the acquirer agree who asks and what may be said |
| Key customers whose relationship runs through you | On the day of the staff announcement or soon after, and before any general customer notice | You, in person or by phone, with the person taking over the relationship | Letting them learn it from a letter, a press report or a competitor |
| Key suppliers, including any that extend credit | Soon after key customers, or earlier and in confidence where consent, notice or continuity of supply requires it, as your attorney and the acquirer agree | You or the finance lead, with the acquirer's contact for orders and payments | Accepting a change of payment details by email alone |
| Other customers | Once key customers have heard | A letter or email from you, in wording agreed with the acquirer | Assurances about prices, terms or service that have not been agreed |
| Other suppliers | Alongside the general customer notice | A notice naming who places orders and who approves invoices | Leaving it unclear who can commit the company to a purchase |
A customer can belong in more than one row. A key customer whose contract needs consent goes through the contract process and still gets the personal call. Decide in the plan what happens if a key contact cannot be reached before the general notice goes out.
Lenders, landlords and licensing partners may also need notice or consent. Your attorney will say which arrangements are affected and who contacts each one.
What do your contracts require before closing?
Some customer and supplier contracts say what happens when a company changes hands. A contract may require the other party's consent before it is transferred to a new owner, or before control of the company changes, and others require notice only. Whether a clause applies depends on its wording and on how the sale is structured. Ask your attorney early to identify each consent or notice requirement, its deadline and how it affects the announcement plan.
The acquirer is likely to ask which contracts need consent, and the purchase agreement may make some consents a condition of closing. Agree with the acquirer and your attorney who asks for each consent, what the customer or supplier is told, and what happens if one refuses or asks for new terms in return. If a customer or supplier links its consent to new terms, take the request to your attorney and the acquirer before you answer. Ask your attorney how each consent is requested and recorded, since agreement given informally on a call may not meet what the contract requires.
For that customer, the consent request is the announcement, so prepare it as one. Where the relationship runs through you, make the call yourself before the formal request arrives, using wording your attorney has approved.
When should the announcement happen?
The purchase agreement may restrict what either side announces before closing, so ask your attorney what it allows. Then agree a written announcement plan with the buyer of the company that names each group, the date, the person who contacts them and the approved wording.
A common sequence tells key relationships between signing and closing, or on the day of closing, so they hear about the sale from you before they hear it elsewhere. Telling customers before the sale is signed has a cost. If the sale does not close, they are left uncertain about the company they buy from, and a competitor can use that uncertainty. Telling them late has a cost as well: a customer who learns of the sale from a rumor may doubt the next thing you tell them.
Coordinate the customer announcement with the staff announcement. Customers often call the employees they deal with, and those employees need to know about the sale before the calls start and to give the same answer you gave. Our guide to telling your team covers that side of the plan.
Who should make the call?
Where a relationship runs through you, make the call yourself. A customer who has dealt with you for years will judge the sale partly by how they hear about it. Bring the person who will take over the relationship, whether that is the new owner, a manager who stays or someone from the acquirer. Tell the customer who handles the account now and when any agreed change of contact takes effect.
Before the call, give the person taking over the account's history, including open commitments and any unresolved service problem, so the customer hears who will handle it after the sale. Follow the call with a short written note giving the new contact's details and the date of the next update.
Then hand the relationship over in practice. Agree the handover date with the acquirer, and ask your attorney whether anything limits what the acquirer's people may do before closing. From that date the person taking over leads the contact, and you join only where you have agreed to stay involved. Carlos's line from his banking years applies here: "Your valuation scales only when your absence doesn't threaten the business." From the acquirer's side, the customers who keep buying after the founder steps back are part of what it paid for. Agree with the acquirer which introductions are needed, when each happens and whether it is a visit or a call.
If you are staying on after closing, settle what you may say to customers about your role before you speak to them. Our guide to staying on after selling covers the terms of that role.
What should you say to a key customer?
Keep the first conversation short and factual. Tell the customer what has happened and who owns the company now, or will own it after closing. Name their contact, describe anything confirmed as staying the same and say when they will hear from you next. Answer questions with what has been agreed, and say so when something is still undecided.
For a call after signing and before closing, adapt this wording with your attorney and the acquirer:
"I wanted you to hear this from me. We have signed an agreement to sell the company to [acquirer], and we expect the sale to close on [date]. If it closes as planned, [name] will take over as your contact from [date], and I would like to introduce you this week. Until then, I remain your contact. Some details are still being settled, and I will update you by [date]."
Add a sentence about the contract, prices or the people who serve the customer only where the acquirer has confirmed it in writing and your attorney has approved the wording. If the sale has already closed, say so in the first sentence.
What should suppliers hear?
Suppliers need practical answers. Tell them who owns the company, who places orders, who approves invoices and whether the company they invoice changes. Ask your attorney and accountant whether supplier contracts, accounts and credit arrangements stay with the same company or need to be moved, since that depends on how the sale is structured. A supplier that extends credit may review the account after a change of ownership, so give it the acquirer's finance contact early. If a supplier asks for a personal guarantee or new terms, take the request to your attorney and the acquirer before you answer.
A note to adapt for suppliers once the sale has closed, using only arrangements that are confirmed:
"The sale of [company] to [acquirer] closed on [date]. Orders will come from [name], and invoices should go to [address]. Before acting on any request to change payment details, call [name] on a phone number already in your records. Please bring any questions to [name]."
Requests to change bank details are a common route for payment fraud, and a change of ownership gives a fake request a believable reason. Tell customers and suppliers how a genuine change will be confirmed, and have your finance team confirm any request to change payment details by calling a number already on file. A number given in the message that asks for the change does not count.
What should you avoid promising?
Describe a commitment from the buyer of the company only after your attorney confirms what it has agreed in writing and any limits you must explain. Customers will ask about prices, contract terms, service levels, the people they deal with and whether the products they rely on will continue. Where the acquirer has not committed, say the question is being settled and give a date for the next update, even if the answer may still be open by then.
An unsupported promise can damage the customer's trust in you and in the new owner, and it can expose you or the company to claims. Have your attorney review the announcement wording, and take any proposed change to customer or supplier terms to your attorney before you commit to it. Our guide to strategic buyers and private equity covers how different acquirers tend to plan after closing, which is worth reading before you describe the future to a customer.
What if a customer hears about the sale before you tell them?
Agree a truthful holding answer with your attorney and the acquirer before anyone is told, and give it to the employees who speak to customers so every question gets the same reply. A version to adapt: "I can't discuss confidential company matters. Please bring any concern about your account directly to me, and I will update you as soon as I can say more."
If a key customer asks you directly, avoid a denial you will later have to retract. Once you know what has circulated, decide with your attorney and the acquirer whether the planned calls should move earlier, and make them in the order you planned. Keep a record of who has been told, by whom and when.
If a sale you announced falls through, agree an update with your attorney and tell the customers and suppliers who were informed, including any confirmed effect on their arrangements.
What should a founder do this week?
- List the contracts that mention transfer, change of control or notice. Take the list to your attorney.
- Sort customers and suppliers into the groups in the table. Name who will contact each key relationship and who joins the call.
- Draft the announcement plan with the acquirer. Put the groups, dates, callers and approved wording in writing.
- Write the holding answer. Agree it with your attorney before the employees who speak to customers need it.
- Your attorney identifies each consent or notice requirement and its deadline, and the announcement plan is built around them.
- Key customers hear it from you before any general notice, with the person taking over the relationship on the call.
- Agree the order, the dates, the callers and the wording with the buyer of the company in writing.
- Share confirmed facts, say who handles the account and when that changes, and give a date for the next update.
- Wait for your attorney to confirm what the acquirer agreed before you describe a commitment, and confirm any change to payment details by calling a number already on file.
The Leadership Scorecard takes ten minutes and shows which parts of the company still depend on you, including the customer relationships you would have to hand over in a sale.