An intermediary with a live lower middle market deal does not send it to the market. They send it to somewhere between five and twenty buyers they already hold, and the order is who is most likely to close, not who fits best.
That is why fewer than 20% of broker-listed deals ever reach the buyers who would actually want them. It is not a discovery problem — the deals are visible. It is a distribution problem, and it is decided before anyone looks at whether the deal fits you.
Here is what decides it.
1. Have you closed something they can verify?
The first filter, and the one nobody says out loud. An advisor is paid on completion. A buyer with a closed transaction behind them is a shorter path to a fee than a buyer with capital and a thesis.
If you have closed, make it easy to see — sector, rough size, when, and who can confirm it. If you have not, do not manufacture one. Say what you have: committed capital, a named source, a lender who will speak to it, and a deal you got close to and why it did not happen. Advisors can tell the difference between an honest first-time buyer and a tourist in about two minutes.
2. Can they describe your criteria to their client in one sentence?
An advisor has to justify every introduction to a seller who is nervous about who finds out. "A private equity firm interested in industrials" does not survive that conversation. "A control buyer doing add-ons in commercial HVAC across the Southeast, $3M revenue floor, $1M EBITDA floor, founder-owned, no residential new construction" does.
The practical test: could an advisor act on your criteria without calling you first? If not, you are relying on them remembering you, and they will not.
3. Do you reply the same day?
Teasers go out in batches and advisors work the replies in the order they arrive. Being third costs you nothing. Being third next week costs you the deal.
A same-day reply — even one that says "not for us, here is why" — is the single cheapest thing a buyer can do to move up a list, and it compounds. Advisors have long memories about responsiveness because unresponsiveness is what makes their job impossible.
4. Do you say no clearly?
Buyers think a soft maybe keeps the door open. It does the reverse. An advisor reads "let me take a look" followed by three weeks of nothing as the most expensive thing you can do to them.
A clear no, with one line about why, is information: it sharpens what they send you next. This is the only item on this list that is a pure gift — it costs you nothing and it materially improves your position.
5. Are you one person, reachable?
Deals get lost inside buy-side organizations. One named contact, a direct line, and someone who answers when that person is away. An advisor who has to guess which of four analysts to email will email somebody else's firm instead.
6. Do you behave well with the seller?
This is where buyers do the most damage without noticing. At this size the seller is the founder, they are in the room, and the advisor will work with them for a year. A buyer who is dismissive in a first meeting, or who re-trades on price without a diligence finding to support it, does not get another introduction — and advisors in a sector talk to each other more than buyers assume.
The ways buyers take themselves off the list
- Asking for the CIM before signing anything. It signals you have not done this before.
- Going around the advisor to the owner. It ends the relationship permanently and is the fastest way to become a story other advisors hear.
- A mandate that changes every quarter. If what you want moved twice, you are hard to think of.
- Disappearing after the CIM. Read it, then say yes or no. Silence is the worst outcome for the advisor and they price it in next time.
- Negotiating the advisor's fee. It is not yours to negotiate, and it marks you as a buyer who will be difficult later.
What this looks like when it works
A buyer who is specific, fast and pleasant gets called before the teaser goes out. That is the whole prize — the pre-market window, where an advisor has the engagement and has not yet distributed it, and thinks of you because your criteria are obvious and you are easy to deal with.
There is no shortcut to it. It is a relationship built over quarters, across many advisors, most of whom will never send you anything. Which is also the reason it does not scale from inside a two-person team: the work is real, it is unglamorous, and it competes with the deals already in front of you.
That is the part OmniSource does on the intermediated side — a written mandate an advisor can act on, a reply the same day, a clear no when a deal does not fit, and a chase when a broker goes quiet. For the wider picture of where intermediated flow sits among the four channels, see how private equity firms find deals in the lower middle market, and for what to ask once a deal arrives, how to tell whether a deal is real.
Advisors list their deals free on the BizNexus Marketplace, which is the other side of the same relationship.
The uncomfortable summary
Most buyers believe they are not seeing deals because the market is quiet. Usually they are not seeing deals because they are ninth on a list of eight, for reasons that have nothing to do with their capital and everything to do with how they answer an email.