S2 Ep10: M&A Zing (S2EP10) - On-Market vs Off-Market: Pipeline, Pricing & Pitfalls
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This week: We break down on-market vs off-market search for UK SMB M&A—what moves faster, where value hides, and how to avoid deal fatigue. We map buyer types, typical multiples, and the “Goldilocks” broker zone. Net-net: the winners run blended pipelines (brokers + proprietary outreach) and keep momentum across multiple live threads.
We cover:
✅ Why a blended pipeline outperforms single-channel searches
✅ Speed vs value: on-market tends to be quicker; off-market can price better but needs more diligence & seller education
✅ Broker landscape: factory-style listings ↔️ micromanagers ↔️ pragmatic “light-touch” independents
✅ Bidding dynamics, retrading risk & how exit-readiness changes outcomes
✅ Typical multiple bands (UK lower-mid market) and why structure shifts as deal size rises
✅ Practical cadence: why conversations can start in months, but closing still often takes ~12 months
Visual referenced in the episode 👇
Sourcing matrix (buyer types, channels, multiples, timelines):
https://docs.google.com/spreadsheets/d/15aiqSW6hBbRSFR7Q_Koy2BzURPZ_BaEMIRClHNX_Egg/edit?usp=sharing
Timestamps:
00:13] – Welcome
[01:01] – Today’s topic: on-market vs off-market for UK SMB M&A
[01:37] – Why diversified deal flow beats single-channel searches
[02:23] – Proprietary vs brokered: where each shines (and stalls)
[03:25] – “Blended search” takeaways from the symposium panel
[04:26] – Buyer strata & deal sizes: seeing the whole board
[05:07] – The sourcing matrix (for YouTube viewers; link in notes)
[05:20] – Multiples climb with size; public comps & “15x” yardstick
[07:28] – The conveyor-belt logic: buy at 3–6x, sell at 6–8x
[08:39] – How deal structure shifts: contingency → cash up-front
[09:48] – Marketplaces vs brokers: what they’re good for (and not)
[11:02] – Reality check: how long this really takes
[11:06] – Why on-market can move faster (IMs, data rooms, coaching)
[12:52] – The trade: speed vs price (on- vs off-market)
[13:17] – Exit-readiness, lender fit & keeping negotiations practical
[14:52] – Broker types: factory, micromanager, and “Goldilocks”
[16:58] – Deal fatigue: how processes stall (and how to protect pace)
[20:24] – The pragmatic middle: momentum over grandstanding
[21:07] – Goldilocks zone = better throughput, fewer dead deals
[22:42] – How to evaluate brokers & set expectations
[22:59] – Why many buyers grow frustrated with listed deal quality
[23:39] – Off-market advantage: frank, seller-led conversations
[24:47] – Choosing your path: who should focus where (and why)
[25:56] – The competition problem: concentrated “good” on-market deals
[27:15] – Bidding wars & retrade risk: what actually happens
[28:01] – Sellers: why exit-readiness can create a bidding premium
[28:26] – But beware: toppy heads that unwind in DD
[29:50] – Recap & the one big rule: don’t go single-channel
[30:09] – Tactics: broker panels, buy-side advisors & automations
[31:51] – Keep the pipeline alive—right up to completion
[32:41] – Best practice: off-market + Seller Verified in parallel
[32:53] – Closing, community invite & product updates (VDR + listings)
🎯 Try Seller Verified Listings alongside your off-market search (live next week!)
🧠 See our AI-ready VDR — want a quick tour? Drop us a message.
💬 Join the community: share your experience with on- vs off-market deals; we’ll cover top questions in a future episode.
We cover:
✅ Why a blended pipeline outperforms single-channel searches
✅ Speed vs value: on-market tends to be quicker; off-market can price better but needs more diligence & seller education
✅ Broker landscape: factory-style listings ↔️ micromanagers ↔️ pragmatic “light-touch” independents
✅ Bidding dynamics, retrading risk & how exit-readiness changes outcomes
✅ Typical multiple bands (UK lower-mid market) and why structure shifts as deal size rises
✅ Practical cadence: why conversations can start in months, but closing still often takes ~12 months
Visual referenced in the episode 👇
Sourcing matrix (buyer types, channels, multiples, timelines):
https://docs.google.com/spreadsheets/d/15aiqSW6hBbRSFR7Q_Koy2BzURPZ_BaEMIRClHNX_Egg/edit?usp=sharing
Timestamps:
00:13] – Welcome
[01:01] – Today’s topic: on-market vs off-market for UK SMB M&A
[01:37] – Why diversified deal flow beats single-channel searches
[02:23] – Proprietary vs brokered: where each shines (and stalls)
[03:25] – “Blended search” takeaways from the symposium panel
[04:26] – Buyer strata & deal sizes: seeing the whole board
[05:07] – The sourcing matrix (for YouTube viewers; link in notes)
[05:20] – Multiples climb with size; public comps & “15x” yardstick
[07:28] – The conveyor-belt logic: buy at 3–6x, sell at 6–8x
[08:39] – How deal structure shifts: contingency → cash up-front
[09:48] – Marketplaces vs brokers: what they’re good for (and not)
[11:02] – Reality check: how long this really takes
[11:06] – Why on-market can move faster (IMs, data rooms, coaching)
[12:52] – The trade: speed vs price (on- vs off-market)
[13:17] – Exit-readiness, lender fit & keeping negotiations practical
[14:52] – Broker types: factory, micromanager, and “Goldilocks”
[16:58] – Deal fatigue: how processes stall (and how to protect pace)
[20:24] – The pragmatic middle: momentum over grandstanding
[21:07] – Goldilocks zone = better throughput, fewer dead deals
[22:42] – How to evaluate brokers & set expectations
[22:59] – Why many buyers grow frustrated with listed deal quality
[23:39] – Off-market advantage: frank, seller-led conversations
[24:47] – Choosing your path: who should focus where (and why)
[25:56] – The competition problem: concentrated “good” on-market deals
[27:15] – Bidding wars & retrade risk: what actually happens
[28:01] – Sellers: why exit-readiness can create a bidding premium
[28:26] – But beware: toppy heads that unwind in DD
[29:50] – Recap & the one big rule: don’t go single-channel
[30:09] – Tactics: broker panels, buy-side advisors & automations
[31:51] – Keep the pipeline alive—right up to completion
[32:41] – Best practice: off-market + Seller Verified in parallel
[32:53] – Closing, community invite & product updates (VDR + listings)
🎯 Try Seller Verified Listings alongside your off-market search (live next week!)
🧠 See our AI-ready VDR — want a quick tour? Drop us a message.
💬 Join the community: share your experience with on- vs off-market deals; we’ll cover top questions in a future episode.
30 episodes