The Highlights
Most buyers are just browsers
Weak buyers destroy your deal timeline and confidence
You need a process to qualify, not just a gut feeling
Real buyers move fast, ask sharp questions, and bring proof
The framework we use to vet acquirers and protect deals
Why Buyer Qualification Is Crucial To Closing Deals Successfully
I learned this the hard way. A few years ago, we helped the owners of a civil engineering business take their $9M company to market. They were sharp, grew it from scratch over decades, strong contracts in place and reputational excellence. An ideal business to take to market.
We got interest fairly quickly. One PE firm stood out: asked the right questions, polished deck, talked about their roll-up plans and owning the vertical. Claimed they were sitting on plenty of investible cash, which was the first hurdle we wanted to clear before going any further.
Seller and I were feeling good about things, until we started asking for some sort of proof to verify funds.
Crickets. Deflections. Delays. Excuses piled up: travel, legal review, just a few more questions.
The seller still wanted to believe. “What’s the harm in answering a few more questions?”, he said.
Here’s the harm:
Every day we waited was a day we weren’t talking to more qualified candidates. Every week we dragged this out, momentum died and opportunity cost rose. By the time we pulled the plug, it had been months and the seller’s confidence in the process was damaged.
This happens all the time. In M&A, there’s no shortage of browsers, bluffers, and wannabe PE buyers. But there’s a massive shortage of operators and advisors who know how to qualify buyers early and effectively.
Your business might be worth $5M, $10M, or $15M. But only to the right buyer, at the right time, with the right alignment and motivations. That’s why qualification isn’t just a screening tactic, but rather the difference between closed and close, but not cigar. If you want to protect your timeline, valuation, and mental bandwidth, keep these in mind:
The Buyer Vetting Playbook
Intent over interest
Test intent early. If they can’t answer directly, it’s probably a red flag.
- “What’s your acquisition criteria?”
- “What’s your typical timeline to LOI?”Validate funds
No proof, no deal. Ask for a redacted bank statement, a lender contact, or prior deal references early on in the process. The right buyer won’t mind sharing because they know this builds confidence.Experience & fit
Someone with no operating background, no adjacent experience, and no team?
They’ll look great until diligence gets hard. Make sure they can actually run what they buy or explain how they’ll be supported.Diligence behavior
How a buyer behaves in diligence tells you a lot. Do they ask smart, specific questions? Do they sweat the right stuff? Or are they nitpicking minor line items? The right buyer looks for reasons to validate yes, rather than reasons to say no.Responsiveness & follow-through
Serious buyers move with urgency because they’ve done this before or they’re backed by someone who has. They call back, deliver info in a timely fashion, and always seem willing to connect to drive the process forward.Advisors involved
If they don’t have a lawyer and/or a CPA with M&A experience in their corner, it’s a liability. More transactions than I can count have died at the legal drafting stage because the buyer’s divorce lawyer offered to do the deal for cheap, and had no idea what he or she was doing when the chips were down.Ask the “why”
Why this business? Why now? Why them? If they don’t have a clear narrative, they’ll back out the moment they hit friction. The best buyers have a thesis and a clear plan.
If this hit home, and you’re thinking about an exit in the next 3–5 years, my DMs are open.
I share real, trench-level stories from the deal table every week.
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