Has anyone structured or participated in a “pre-acquisition operating trial” on a proprietary deal?

December 26, 2025

by a searcher from North Carolina State University in Raleigh, North Carolina, United States

Curious if others in the community have experience with a proprietary situation where the seller is open to a work-in / trial period before a sale. Specifically:Seller allows the buyer to operate inside the business (or alongside leadership)Full access to financials, ops, and teamGoal is to help grow/improve the business during the trialValuation (or valuation framework) agreed upfront. Buyer receives a first right to purchase after the trial periodI’m thinking of this as a structured pre-close diligence + value-creation phase, rather than a traditional LOI → close sequence. Would love to hear:How you structured it (length, compensation, authority)Legal docs used (option, ROFR, consulting agreement, etc.) What worked / what you’d do differentlyRed flags to watch for on both sides Appreciate any insights or examples from those who’ve done something similar.

Reply by a lender
from Eastern Illinois University in 900 E Diehl Rd, Naperville, IL 60563, USA

We have seen some individuals do this over time. It can be a good test for both sides. You can determine if you really want the business and if there is an opportunity and can understand how well you fit in with the business. However, the negative can be if you provide value and the seller ultimately does not want to sell it to you or you create value that increases the potential price for the business, that can work against you. You would want to be sure you have some sort of protections that give you the superior right to buy the business if that is ultimately your goal to avoid wasting a year or two of your life helping someone else improve their business to sell to someone else. Keep in mind a right of first refusal usually means you would have to match any other offer they get. So if I were in your shoes, I would want some sort of defined valuation up front so you know what is agreed to and be sure you have the priority option with that valuation first. I hope this helps. If you have questions you can reach me here or directly at redacted Good luck and have a great day!

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