Finding exclusive deals is the holy grail for middle-market M&A advisors in the USA. While your competitors fight over the same auctioned deals from investment banks, the real opportunities lie in proprietary deal flow, those off-market gems that only you have access to.
But here’s what most advisors get wrong: they think all sellers are the same. The truth is, there are three distinct types of sellers in the market, and each requires a completely different approach to unlock deals.
What Are the Three Types of Sellers in M&A Deal Sourcing?
1. Sellers Who Want to Sell
These are the easiest to spot but often the most competitive deals. These business owners have made a conscious decision to exit and are actively seeking buyers.
Common Characteristics of Willing Sellers:
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Planning retirement and want to cash out
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Ready to pursue new business opportunities
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Looking to capitalize on their business success at its peak
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Have clear timeline and realistic expectations about the process
Why Do Business Owners Want to Sell?
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Retirement planning (most common reason among business owners)
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Burnout from years of running the business
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Desire to start fresh with new ventures
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Want to lock in value while the business is thriving
How to Find Business Owners Who Want to Sell:
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Often work with business brokers or investment banks
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Attend industry conferences and networking events
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Actively market their business availability
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Respond to direct outreach about selling
The Challenge for M&A Advisors:
Since these sellers are obvious targets, you’ll compete with multiple buyers, driving up prices and reducing your negotiation power.
2. Sellers Who Need to Sell
This is where smart M&A advisors find their best opportunities. These businesses face external pressures forcing a sale, but they’re not always obvious to the broader market.
Common Distressed Selling Situations:
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Cash flow problems requiring immediate capital injection
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Key customer loss threatening business viability
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Health issues forcing an unexpected exit
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Partnership disputes requiring resolution
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Regulatory changes making operations difficult
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Economic pressures affecting their industry
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Family situations demanding liquidity
Why Distressed Sellers Create M&A Opportunities:
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Time pressure works in your favor for pricing
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Less competition since the need isn’t publicly known
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Sellers are motivated to move quickly
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You can provide solutions beyond just buying
How to Identify Businesses That Need to Sell:
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Monitor industry news for companies facing challenges
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Build relationships with bankruptcy attorneys and turnaround specialists
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Track companies with declining financial metrics
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Network with lenders who know struggling businesses
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Watch for management changes or key employee departures
Due Diligence Warning for M&A Advisors:
With “need to sell” situations, it’s essential for advisors to be extra cautious and comb through every detail during due diligence. These deals often involve hidden risks like:
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Undisclosed liabilities or legal issues
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Operational weaknesses affecting core business
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Reputation damage from distressed circumstances
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Financial statement irregularities
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Unresolved compliance problems
The Key for M&A Success:
Speed and certainty matter more than top dollar to these sellers. Position yourself as the solution provider, not just another buyer—but always make thorough investigation your top priority to ensure you’re not inheriting avoidable problems.
3. Sellers Who Don’t Want to Sell (But Will)
This is pure gold—the ultimate proprietary deal flow. These business owners aren’t actively selling—many have not even considered that selling their business is an option. It’s only when you approach them and put the thought into their minds that they begin to consider it, which positions you as the authority and trusted expert on the subject.
What Makes Non-Active Sellers Sellable:
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Family succession issues (kids don’t want the business)
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Attractive offer they can’t refuse
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Strategic benefits they hadn’t considered
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Partnership opportunities that accelerate growth
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Market timing that maximizes their exit value
Why These Hidden Sellers Are Valuable for M&A:
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Zero competition since they’re not “for sale”
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Better pricing since there’s no auction process
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Higher quality businesses (they don’t need to sell)
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Opportunity for creative deal structures
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Long-term relationship building potential
How to Find Businesses That Don’t Want to Sell:
This is the hardest group of sellers to identify in the market. Different M&A firms have different approaches, and some large firms have developed sophisticated systems and processes to spot these hidden sellers using publicly available information. At VCN Connect, we have our own proprietary methods for uncovering these opportunities.
The Most Common M&A Prospecting Approach:
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Scanning all publicly available data to build a list of target businesses, with layered information filtering like:
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Age of the business
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Whether it’s owner-operated
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Digital presence
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Brand recall value
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Any public filings
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Analyzing these businesses against proprietary “signals” (each firm has its own algorithm for this)
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Initiating contact, which can be done in many ways
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Some middle-market M&A firms even build trust by offering help on small gigs or one-off projects to get their foot in the door before pitching a sale.
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Every firm has its own secret sauce for outreach and targeting. The key is to use creative filtering, rely on strong relationship-building, and to be persistent and value-driven in your approach.
The Key Insight for M&A Authority:
When you are the one who opens their eyes to the possibility of selling, you automatically become their go-to authority for M&A advice. This trust and positioning gives you unparalleled credibility and a clear advantage in any potential deal.
Why the USA Middle Market is Rich with M&A Opportunities
The US middle market is particularly rich with these opportunities because:
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Aging demographics: 70% of US business owners are nearing retirement
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Family business challenges: Many second and third-generation family businesses lack succession plans
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Economic pressures: Rising costs and competition are forcing strategic decisions
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Capital needs: Growing businesses need capital they can’t access through traditional lending
Also read Why Boutique Middle Market M&A Firms Should Not Use AI in Customer Service
M&A Deal Sourcing Action Plan by Seller Type
For “Want to Sell” M&A Targets:
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Focus on speed and certainty in your process
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Differentiate on expertise and industry knowledge
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Be prepared to move fast when opportunities arise
For “Need to Sell” M&A Targets:
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Build relationships with intermediaries who see distressed situations first
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Develop expertise in turnaround and restructuring scenarios
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Create marketing materials that position you as a problem solver
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Most importantly, perform thorough due diligence on every deal
For “Don’t Want to Sell” M&A Targets:
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Invest in long-term relationship building
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Provide value before asking for anything
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Become known as the industry expert in your target sectors
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Focus on solving their business problems, not just acquiring them
The Bottom Line: Why M&A Deal Sourcing Strategy Matters
The biggest mistake M&A advisors make is only focusing on the obvious deals—the businesses already for sale. The real proprietary opportunities come from understanding that not all sellers are created equal.
By developing systematic approaches for each type of seller, you’ll unlock deal flow that your competitors never even know exists. The businesses that “want” to sell get all the attention, but the ones that “need” to sell or “don’t want” to sell are where you’ll find your best deals.
Start building those relationships today. In the M&A world, relationships aren’t just about closing deals—they’re about creating the exclusive opportunities that make deals possible in the first place.
Want to learn more about building proprietary deal flow for your M&A practice? Connect with VCN Connect to discover how we help boutique advisors access exclusive opportunities in the middle market. Our proven systems have helped M&A firms identify and close deals with business owners who never considered selling until we showed them the possibilities.
