The Silent Buyer
It’s common to see a seller get excited when a buyer moves quickly. You think – What a unicorn buyer! It feels super smooth and almost too good to be true:
- Straight to LOI
- Dreamy Terms & Conditions
- Full Price and All Cash on Close
- No Pushback During Negotiation
…Because it probably is. Lack of healthy friction early on can be a warning sign. As the old Seinfeld saying goes, ‘serenity now.. insanity later’.
Beware of buyers who don’t ask questions or push back a little.
What It Might Mean
- They want leverage, not clarity
Quick offers can be a way to control the deal, then re-trade later. - They’re not close enough to the deal
Either you’re talking to someone who won’t be operational, or they’re outsourcing too much to their advisors to “let them figure it out”. - They’re moving fast to secure options
They treat LOIs like reservations rather than commitments. - They haven’t fully reviewed materials or underestimate the complexity
A skim of the CIM isn’t enough to justify an offer.
In any of these cases, the deal is likely to stall or fall apart when the rubber meets the road.
What Serious Buyers Do
Buyers who plan to operate the business ask specific questions:
- Is the Key Staff Staying?
- How Will Integration Feel?
- Owner’s Transition Period?
- Ideal Deal Stack? Capital Stack?
- Material Contracts with Suppliers or Employees?
These, and many others, are basic questions that help the buyer assess risk. If they’re skipped, it may indicate that the party on the other side of the table lacks experience or simply isn’t serious.
What You Should Watch For
- Negotiation that feels entirely frictionless
- No discussion of team, operations, or risks
- LOI interest before any preliminary diligence is done
- No questions about financials beyond the bottom line
Fast movement without clarity often leads to delays or deal failures later.
What To Do
Pressure-Test Their Intent
Before advancing the deal, test whether the buyer is actually prepared:
- Ask what concerns they’ve identified so far. If they have none, that’s a flag
- Confirm they’ve reviewed the full data room, not just the teaser or CIM
- Suggest a short call with whoever is leading operations on their side
- Ask them to outline their post-close plan
Try to poke holes in their acquisition strategy to battle test it and see if all parties are investing their energy into a common goal, or if you’re just lending your time to someone who is kicking tires.
Tangible Takeaways
- Don’t mistake speed for commitment.
- Push for specifics before the LOI, not after.
- Ask questions to confirm their understanding.
- Buyers who skip diligence early often come back with bigger asks or re-trades later.
- If the person on the call isn’t running the business or making decisions, get the right person involved.