Why Buyers Need To Prepare Just As Much As Sellers In Today’s Market

Most of the conversation in M&A is about what sellers need to fix. Clean up the books. Improve systems. Reduce owner dependency. Build recurring revenue. Document everything. Start early. All of that is real and it moves the needle. 

What people rarely talk about is the buyer side. 

In today’s market there are far more buyers than there are sellable businesses. If you want to stand out as a buyer, you need to prepare with the same level of intention sellers are expected to bring. This matters even more with the rise of search funders and ETA buyers. A lot of them show up with motivation, capital, and strong academic backgrounds, but not always with a clear strategy. 

Owners of good companies know exactly what they have. They know they have options. Price is important, but so is fit. So is trust. So is confidence in the person taking over. 

This is where many buyers weaken their position without realizing it. 

The Industry Agnostic Trap 

A common line buyers like to use is that they are industry agnostic. It sounds flexible. It sounds open. To a seller, it sounds vague. 

Industry agnostic comes across as someone who does not know what they want or what they are qualified to run. It is like applying for an accounting job and telling the employer you do not have accounting experience. You might be capable, but you do not stand out. They cannot picture you in the seat. 

Sellers react the same way. They want to know why you are the right buyer for their specific business, not why you are open to anything. When that alignment is missing, uncertainty goes up. When uncertainty goes up, deal terms shift. Less cash at close. Heavier earnouts. More seller financing. More diligence friction. And usually it has nothing to do with the business being risky. It is the buyer not creating enough confidence. 

Why This Matters Even More For Searchers 

The number of smart, motivated, well funded first time buyers has gone up. Many have MBAs. Many have investors. Many are high quality people. 

But sellers still ask the same question.  Does this person understand my business well enough to run it? 

When a searcher shows up with broad criteria and no industry focus, they make the hill steeper than it needs to be. This is not about capability. It is about clarity. Sellers want proof that the buyer has done the work. They want to hear that the buyer understands their market and can speak to how they will add value. 

The buyers who consistently get deals done tend to specialize.  What Competitive Buyers Do Differently 

The strongest buyers do not rely on capital alone. They build a real edge. They: 

• Pick industries they genuinely understand  • Build a simple, clear thesis about what makes those industries attractive  • Learn the customer dynamics, margins, risks, and operational realities  • Tailor their outreach and conversations around that focus  • Communicate their strategy in a way sellers can actually understand 

This does not shrink their opportunity set. It expands it. A clear strategy makes sellers feel safer. When a seller believes a buyer understands their world, the entire tone changes. The buyer moves from one of many to someone who feels like a natural successor. 

Preparation Is A Two Sided Responsibility 

Sellers need to prepare. Everyone knows that. But buyers need to prepare too. They need a real focus, a real strategy, and a real reason why they are the right fit for the companies they are chasing. 

Capital is not enough. Sellers want to know who is behind the offer. They want to know the buyer understands the business and will protect what they have spent years building. 

Good businesses have options. Buyers who understand that are the ones who win. 

About The Exit CPA 

I help owners get their companies ready for an eventual exit and not just the transaction itself. That includes cleaning up financials, improving systems, reducing owner dependency, and building the structure buyers pay for. On the buy side, I help investors and searchers with financial diligence, valuation, and deal structure so they can avoid surprises and close with confidence. 

If you want a second set of eyes on a deal or want to start preparing your company for a future sale, feel free to reach out.  Disclaimer: This content is for educational purposes only and is not financial, legal, or tax advice. Every situation is different. Speak with a qualified advisor before making decisions related to selling or buying a business.