The Off Market Deal You Never Heard About Went to Whoever the Broker Thought of First
Off market deal flow does not go to the most qualified buyer. It goes to whoever the intermediary thought of first. Here is how to be that buyer.
By Brett Kaufman. 8 years using relationships to build sales pipelines, from political fundraising to a 7 figure business to running matchmaking for two communities. Over 1,000 introductions facilitated.
Off market deal flow goes to whoever the intermediary thought of first when the mandate landed. Not the most qualified buyer. The most recent one who fits.
Picture how it plays out. A seller tells his M&A attorney he wants to be discreet. No teaser. No CIM. No process. The attorney knows a few buyers who could do it. She calls them in the order they come to mind, and the ones who come to mind are the ones she has heard from lately.
You were not one of them. Not because you were unqualified. Not because your price would have been wrong. Because the last time you had a real conversation with that attorney was four months ago.
By the time you hear about the deal, it is closed. The buyer had nothing special. He had been top of mind.
That is how off market deal flow works. The selection is recency, not merit. And that attorney’s next call is not next year. It could be this week. Somewhere in your contacts, an intermediary is sitting with a seller who wants to be discreet, and the list of who to call is forming today.
Why off market deals are the ones worth fighting for
Deals that go through a formal process are usually competitive. An investment bank runs a structured sale. Here is an illustrative version: a teaser goes to 30 buyers. Twenty sign NDAs. Eight submit IOIs. Three go to management meetings. Two submit LOIs. The price gets bid up through each round.
You might win. But you have paid full market for it. The process is built to get the most value for the seller.
The off market deal is a different animal. One intermediary, one seller, two or three buyers. The seller wants discretion. The process is fast. The buyer does not face an auction. The terms are often cleaner. If the seller trusts the buyer, the deal moves without much friction.
These are the deals operators want on their track record. Faster closes. Reasonable multiples. Cleaner structures. And they go to the short list the intermediary built from memory.
How the short list actually gets built
When an M&A attorney gets a mandate for a quiet process, she does not open a database of 200 qualified buyers. She thinks of the handful of operators who have been on her radar recently and who fit the deal.
The fit criteria are simple: sector, deal size, structure preferences, reputation. You either fit or you do not. But fit is only half of it. The other half is whether she thought of you.
This is where recency decides everything. Two operators with the same fit get very different treatment. The one who texted her about a deal she closed last month gets a call. The one who has been quiet for three months does not.
She is not punishing the quiet one. She is not comparing the two and choosing the more recent contact. She is reaching for the names that are top of mind. The quiet operator never makes it into the room.
I see the same thing from my side. I run matchmaking for two communities and have made over 1,000 introductions. When someone asks me who they should meet, I do not scroll through every name I know. I think of the people I have talked to lately who fit. That is not a flaw in me. That is how everyone’s head works. Intermediaries are no different. I wrote more on this in recency beats reputation in deal origination.
The cost is invisible
The reason operators underestimate this is that the cost never shows up.
When you lose a deal in a competitive process, you know. You see the teaser, you go through the process, you get outbid. You learn something. You can adjust.
When you lose an off market deal to silence, you never know. The deal closed. The parties moved on. Nobody told you that you were left out of a process. There was no process to leave you out of. The intermediary thought of someone else.
The loss shows up as an absence. Your pipeline is thinner than it should be. You see fewer quality opportunities than you expected. You cannot point to a specific deal you lost. You are losing them quietly, before they ever arrive. That is the whole point of deals lost to silence never showing up in your pipeline.
What gets you on the short list
The short list is not formal. There is no application. The intermediary is not consciously building it when the mandate lands. It is just whose name comes to mind when they think of buyers who fit.
Here is what I tell people puts you there.
A recent conversation. Text, call, email, coffee. My rule of thumb is something in the last 30 days. Not six months ago at a conference.
A clear thesis. The intermediary needs to match you to a deal in a second. One sentence on what you are buying and why. Not a deck. Not a criteria sheet. One sentence they heard recently.
A pattern of real attention. Notes that prove you were paying attention to their world. A reference to a deal they worked on. A question about the sector they cover. An introduction you made for them. These build the sense that you are serious, active, and worth a call.
None of this takes more than ten minutes a day. The problem is not effort. The problem is noticing. Your contact list does not tell you who is approaching 60 days of silence. It does not watch what the intermediary is doing so you have a reason to reach out. It does not draft the note.
The details are what make a note land. The attorney who hears you remembered her last closing is the attorney who calls you on the next one.
The system that keeps you on the short list
The operators who keep seeing off market deals have solved the noticing problem.
They know which intermediaries in their contacts are most likely to send them deals. They watch what those intermediaries are doing for reasons to reach out that are natural and specific. They track last contact and flag anyone going quiet. They can send a relevant note in two minutes from their phone.
That is what FRONT OF MIND does. It opens on your 10 minutes for today. Each person has one line saying why today: they posted, their company was in the news, you met at an event weeks ago and never followed up, a follow up is due, or they are going cold. Each draft is a text style message, 40 words max. Nothing sends without your tap, and it learns from your edits. Posts only show up if they are confirmed to belong to that person.
You edit and send. Ten minutes a day. Your contacts are encrypted. No one on our team looks at them. Export or delete anytime.
The next off market deal that closes in your target sector will go to whoever the intermediary thought of first. The question is whether that is you.
Key takeaways
- Off market deals go to whoever the intermediary thought of when the mandate landed. The selection is recency combined with fit.
- Off market opportunities are worth more than competitive process deals because there is no auction to drive up the price.
- The cost of losing off market deals to silence is invisible. The deals never show up in your pipeline at all.
- Getting on the short list takes a recent touch, a clear thesis, and a pattern of real attention to the intermediary.
- Your contact list does not track silence, watch for reasons to reach out, or draft the note. That is the gap a system fills.
FAQ
How do brokers decide who to call on an off market deal? They build a short list from recent memory. They think of the handful of qualified buyers they have spoken to most recently who match the deal profile. There is no filter, no database query, no ranked buyer list. It is recency combined with fit. If you have been visible recently and your thesis matches the deal, you get a call. If you have been dark for 90 days, you probably do not.
Why are off market deals more valuable than deals in a formal process? Off market deals close without a competitive bid process. The buyer the intermediary picks often faces little competition. The terms tend to be cleaner, the process faster, and the seller more motivated. The premium that an auction builds into the price is not there. Access to off market flow is a real edge for operators who want to close on fair terms.
How do I get on a broker’s short list for off market deals? By being a name they have seen recently. My rule of thumb is a short, specific note every 30 to 45 days that references something real in their world. The note does not need to be elaborate. It needs to prove you are paying attention and active.
What is the difference between being on a broker’s email list and being on their short list? The email list gets the deal memo after it has gone wide. The short list gets the call before the deal is ever shopped. Short list status comes from recency in the relationship. Email list status comes from being in their CRM.
The off market deals in your sector are going out right now, this week, to whoever the intermediary heard from last. For more on why silence is the reason most operators miss them, see You Didn’t Lose That Deal on Price. You Lost It to Silence.
Start free with your first 25 contacts and see who comes up first. See how FRONT OF MIND keeps you on the short list