Selling a business

How Buyers Improve Their Success Rate When Acquiring a Business

Five stages where business acquisitions stall, and what buyers can do at each one to reach closing instead of starting over.

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By Michael D. Rubin, CEO & Founder · Updated September 2026 · 708 words

Buyers who close deals do five things well: they take the seller's screening seriously, line up financing early, use their attorneys for advice rather than as the decision-maker, write a clear letter of intent, and run due diligence as a project with deadlines. Most failed acquisitions do not collapse over price. They stall at one of these stages, and the seller moves on to someone else.

Buying a company is an emotional decision for both sides. Knowing in advance what each stage involves takes some of the anxiety out of it and makes you the buyer an owner wants to sell to.

Expect to be screened, and make it easy

A seller's advisor protects the owner's confidentiality, so you will be asked to sign a non-disclosure agreement, complete a financial profile and often provide a resume and proof of funds before seeing details. This is normal, not personal. Respond promptly and completely. Buyers who argue over a standard NDA or delay the financial profile are often moved to the bottom of the list, however strong their eventual offer might have been.

Treat the NDA as a real obligation. Contacting employees, customers or suppliers without permission is the fastest way to be removed from a process.

Start the financing before you find the company

Financing is where many acquisitions slow down. SBA 7(a) loans are common for smaller acquisitions, conventional bank debt and investor equity for larger ones, and many deals include some seller financing. Whatever the source, lenders move at their own pace and routinely ask for additional documents after the first package; that is standard, not a sign of trouble.

Talk to a lender before you make an offer. Have your personal financial statement, tax returns and resume ready, know how much of your own cash you can commit, and ask how long underwriting typically takes. Build that time into your proposed closing date. The business financing page explains the common structures.

Use your attorney well

A transaction attorney who handles business acquisitions is essential. Their job is to find risks and draft protections. Your job is to decide which risks are worth accepting. Deals die when every risk an attorney identifies is treated as a reason to renegotiate. Ask your attorney to rank issues by importance and cost, focus the negotiation on the few that matter, and remember that the decision to buy, and on what terms, is yours.

Write a letter of intent that moves the deal forward

A letter of intent, or LOI, sets out the price, structure, financing, timeline and main conditions. Most of it is non-binding, which means either side can still walk away, though clauses such as confidentiality and exclusivity usually bind. A specific LOI, with cash at closing, any seller note or earnout, working capital expectations and a realistic closing date, beats a vague one with a higher headline price, because sellers often compare several at once. The seller's view of what follows is explained in what happens after a letter of intent.

Run due diligence like a project

Due diligence is your chance to confirm what you are buying: financial records, customers, employees, contracts, equipment, legal matters and inventory. Send one organized request list, prioritize the items that could change your decision, schedule site visits and customer conversations only when the seller permits, and agree on deadlines. Our answer on how long due diligence usually takes gives realistic expectations. If you find a genuine problem, raise it quickly and honestly; walking away is your right, but using minor findings to push the price down tends to cost buyers their reputation with sellers and their advisors.

How MDR & Associates works with buyers

MDR & Associates represents sellers, not buyers, and its duty is to the owner. That still works in a prepared buyer's favor. The companies it brings to market come with a financial recast, a confidential marketing package and an HD video, the owners have been prepared for the process, and every buyer follows the same registration, NDA and financial profile steps. Buyers who respond quickly, show their financing and make clear offers find out where they stand without long delays. Tell the firm what kind of company you are looking for on the buy a business page.

Questions owners ask next

How much cash do I need to buy a business?

It depends on the price, the lender and the structure. SBA and bank lenders expect buyers to contribute some of their own money, and seller financing can reduce the amount needed at closing. Talk to a lender early, with your personal financial statement, to learn what they will require for the size of company you want.

Can I back out after signing a letter of intent?

Usually yes, because most of a letter of intent is non-binding. Confidentiality and exclusivity clauses often do bind you, so read them carefully. Backing out for a real problem found in due diligence is expected; backing out casually damages your standing with sellers and advisors.

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