What Serious Buyers Actually Look for When Competing for a Deal

Lower Middle Market Investing
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Ten years ago, the hardest part of buying a business was finding one. Today, marketplaces like Axial put a well priced opportunity in front of hundreds of buyers within days. Finding a good business is no longer the same thing as having a real shot at buying it. That alone would be a manageable shift. What makes it harder is who else has shown up.

More buyers doesn't mean better ones

A wave of interest in acquisition entrepreneurship, much of it encouraged by online courses promising a path to ownership and generational wealth, has pulled a lot of new buyers into this market. Firms like ours now compete directly with traditional search funds for the same lower middle market businesses, which is a different landscape than existed even a few years ago.

However, more interest does not always equal more qualified buyers. Many newer entrants lack committed financing, a closing track record or even the operating experience to run what they buy. That shift matters a lot because it puts sellers and brokers in the position of having to sort out buyer quality themselves, often without an obvious way to tell who is actually serious and who is still figuring it out.

Multiples have gotten more honest

The data we have seen suggests buyers are paying less of a premium for a single strong year. Small business valuation multiples reportedly declined from roughly 6.7x EBITDA at a 2017 peak to around 4.3x in 2025, and the spread between trailing twelve month and three year multiples narrowed from about 1.1x in 2023 to 0.3x in 2025. If that holds, it means buyers are underwriting durability rather than assuming a good year will continue, which is a healthier instinct even where it makes some deals harder to get excited about on paper.

We are not counting on the last decade's playbook repeating

Some of the search fund model's earlier success leaned on a specific tailwind: buying a smaller company at a relatively low multiple, professionalizing it, and eventually selling to a larger investor or strategic buyer at a higher one. Much of that worked because of where software and technology valuations were headed. We do not think it is safe to assume that formula carries over cleanly into traditional industries just because more buyers are trying it. The conditions that made those earlier deals work were specific to a moment, not a permanent feature of the market.

What actually differentiates a buyer now

Because the barrier to finding businesses ready to sell is now so low, closing credibility has become a key differentiator. We would rather do a handful of deals with a broker we trust than compete for every listing we found the same way as everyone else. That means completing transactions on the terms we agreed to, treating the seller well throughout and protecting the broker's reputation along the way, because that is what leads to building relationships based on trust and mutual benefit. Committed capital and a demonstrated ability to close on stated terms matter just as much as closing price.

The retirement wave is not an automatic gift

A lot has been written about the number of business owners approaching retirement, often described as a coming abundance of acquisition opportunities. We think that framing understates the difficulty. Many businesses nearing an ownership transition come with real challenges: dependence on the founder, customer concentration, or margins that have been quietly declining. An owner's willingness to sell does not by itself make a business transferable. The opportunity requires both a business that can actually change hands successfully and a buyer capable of evaluating it, financing it and running it once the seller is gone.

What we try to do differently after closing

Our own answer to all of this has been to lean on operating support and revenue growth rather than relying primarily on cost reductions or a future sale at a higher multiple. We focus on building outside sales teams, improving marketing and optimizing pricing as meaningful opportunities in the businesses we acquire. That is paired with a comprehensive 90-day ownership transition, support from an operating partner, a real value creation plan and a board built to help the new CEO execute. A credible acquisition thesis needs to explain what happens after closing.

What this means for brokers

For business brokers, a few things seem to matter more than they used to when deciding which buyers are worth your time. Ask about the close, not just the offer, since a high number from a buyer who cannot show committed capital or a track record of closing on their stated terms is not actually a better offer. Weigh what happens after closing, since a seller's legacy and often their employees' jobs ride on the buyer's plan for the business once it is theirs. And know that relationships compound. We would rather close a handful of deals a year with a broker who trusts us to treat a seller well than chase every listing from scratch.

Finding a business is the easty part now, for buyers and brokers alike. The harder question is proving, deal after deal, why a given buyer is the right one to carry the business forward.