Off-market business acquisition
By Jason, founder of JW AI Works
An off-market business acquisition means buying a company that isn't listed for sale. There's no listing and often no intermediary running a sale process. This guide covers how off-market deals usually come together and what to watch for along the way.
This is general information for buyers, not legal, tax or financial advice. Talk to your own advisers about your situation.
What "off-market" means
A business is off-market when the owner hasn't put it up for sale. Many of these owners haven't decided to sell at all. Some have thought about it but never been asked. An off-market deal starts when a buyer reaches out first.
Why buyers look off-market
- Fit. You can contact owners of businesses that match your buy box exactly, instead of waiting for the right listing.
- Time. You can get to know the owner before any sale process starts.
- Fewer buyers at the start. When you reach out first, you may be the first buyer the owner has spoken to.
There are trade-offs. It takes more work, most owners will say no or not reply, and an owner who hasn't planned a sale may not have their numbers ready.
How an off-market acquisition usually comes together
- Set your buy box. Industry, states, size range, years in business and anything to leave out.
- Build a list of owners from public sources. Our guide on how to find off-market businesses to buy walks through building a list.
- Send a short, honest first email as yourself. Our guide on how to approach a business owner about selling has a sample email.
- Have a first call. Listen more than you talk, and learn about the owner and the business.
- Review the numbers. Many owners will want a nondisclosure agreement before they share financials.
- Bring in your own advisers for valuation, legal work, tax and financing.
- Make an offer and do your diligence with your advisers' help.
- Arrange financing and close. Many smaller acquisitions use SBA 7(a) loans.
What to watch for
- Owner readiness. An owner who wasn't planning to sell may need time. Be patient and stay in touch.
- Financial records. Smaller businesses don't always have clean books. Plan for a closer look with your accountant.
- Confidentiality. Employees, customers and suppliers usually don't know the owner is talking to a buyer. Keep it that way.
- Honest outreach. No fake urgency, no claims about other buyers, and stop emailing anyone who opts out.
- Price and terms. Price, value and terms are for you to work out with your own advisers once you know the business.
Where Klontak fits
Klontak handles the outreach part of an off-market search. We build your owner list from public sources, write emails in your voice that you approve, send them in your name from inboxes set up just for you, and sort the replies. Interested owners get your calendar link, and every conversation after that is yours.
It's $750 a month, flat. There's no commission and no success fee. If your emails aren't going out by day 21, month 2 is free. Day 21 counts from your first payment, and days we spend waiting on your buy box or approvals don't count toward it. That guarantee covers when sending starts, not results (full terms). Klontak never negotiates or advises on price or terms.