A listing being visible tells you a deal existed. It tells you nothing about whether it is available. Nobody is paid to take a listing down when it goes under LOI, and the gap between "published" and "live" is where most wasted partner hours in this market go.
Seven checks, in the order that costs you the least.
1. Is the engagement signed, and is it exclusive?
The cheapest question there is, and it eliminates a surprising amount. A deal being marketed by someone without a signed exclusive engagement is a deal that can evaporate for reasons that have nothing to do with you — the owner changes their mind, another advisor gets the mandate, the "listing" turns out to be a lead-generation post.
Ask plainly. An advisor with an exclusive says so immediately.
2. Is it under LOI right now?
The single highest-value question, and the one people skip because it feels rude. It is not. Advisors are asked this constantly and answer it in one word.
A deal under LOI is not dead — exclusivity periods expire, diligence finds things, buyers re-trade. But it is a different deal with a different timeline, and it belongs in a parked state with a recheck date rather than in your active pipeline. Forty-five days is a reasonable default.
3. Does a CIM exist today?
Not "will there be one" — does one exist now. No CIM usually means one of two things: the engagement is fresh, or the financials are not in a state anyone wants to show. The first is an opportunity if you are early and patient. The second is a signal about how long this will take.
Either way it resets your expectation of pace. A deal without a CIM is earlier than it looks.
4. Why did the previous process end?
Many lower middle market deals have been to market before. Nobody volunteers this and most advisors will tell you if asked directly.
The answers sort quickly. Financing fell through in a different rate environment — fine, and common. Diligence found customer concentration nobody had disclosed — now you know what to look for. The owner declined a fair offer and has not moved on price since — that is the real one, and it is the most common reason a deal is still available.
5. What does the seller actually expect on price and structure?
Not the asking price. What the owner has told the advisor they will accept, and whether they will take a seller note or an earn-out.
At this size the gap between the asking price and the expectation is often the whole negotiation, and an advisor who has had a hard conversation with their client will say so. One who deflects the question has usually not had it yet, which means you would be having it for them, six weeks in.
6. What does the owner do the day after close?
Retirement, health, a partner exit, an unsolicited approach they were not looking for, or "just seeing what's out there". The last one is not a process, whatever the paperwork says.
This also tells you about the transition. An owner retiring on a defined timeline is a different risk than an owner who has no plan and has not thought about what they do on Monday.
7. Is the business's performance current?
TTM through when? If the numbers stop nine months ago, the deal has been in market a while or the reporting is not there. Both are things to know before the first meeting, not during it.
What a straight answer sounds like
An advisor with a live, well-run deal answers all seven in about five minutes and is relieved to be asked, because the questions mark you as a buyer who transacts rather than a tyre-kicker. An advisor who deflects three of them is not hiding something sinister — they usually just do not know, which is its own answer about how the process will run.
The corollary matters for your side of the table too: the questions you ask are the first thing an intermediary learns about you. Buyers who ask these get sent deals. See how brokers decide which buyers see a deal.
Doing this at volume
Seven questions is five minutes on one deal and an unfunded headcount across forty. That gap is the reason most firms verify the deals they were already excited about and take everything else on faith.
The fix is structural rather than clever: verification happens before a deal reaches the pipeline, not after a partner has read the CIM. On OmniSource, that is the step between a target being approved and a deal appearing on the board — someone confirms the deal is live and unspoken-for, and a deal that is under LOI elsewhere goes to a parked stage with a recheck date instead of aging unread in an inbox. The same seven questions apply to a deal that arrives through the BizNexus Marketplace, where intermediaries list directly — a listing is a starting point for the check, never a substitute for it.
A pipeline where every deal has been asked these seven questions is a smaller pipeline. That is the point.
