Requesting an NDA Is Not Moving Your Search Forward

A Note from EBIT

Today's guest article comes from Christi Loucks, founder of DealBuff. DealBuff helps acquisition entrepreneurs build deal flow, combining on-market listings with proprietary outreach campaigns to off-market business owners. Christi has also sat on the buyer's side of the table: she acquired Revenue Accelerator and shared that story on Acquiring Minds.

Her piece draws on DealBuff's own outreach data to answer a question every searcher should ask: is all this activity actually building a pipeline?

Let's talk about the searcher with the beautiful pipeline.

Fourteen NDAs signed this month. Six CIMs in the inbox. Two broker calls on the calendar and a spreadsheet with color coding that would make a banker weep. Ask how the search is going and you'll hear "really busy."

Busy, sure. But requesting an NDA is not moving your search forward. Neither is downloading a teaser, or sitting in a broker's queue behind forty other buyers who got the same email at the same time you did. That's activity. It feels like progress because something happens every day. It is not a pipeline.

A pipeline is a list of owners who have told you, in their own words, that they'd talk about selling to you. Everything else is inventory you're browsing.

I say this with love, because almost every buyer does it. Activity is comfortable. You can measure it, show it to your investors, and feel productive at 10pm. The trouble is that it hides the two questions that actually decide whether you close: are you talking to enough owners, and are they the right ones?

This isn't an anti-broker article. Brokered deals close every day, and if you're serious about buying a business you should be watching the market and building real relationships with brokers in your space. Skipping listed deals would be silly.

The problem is relying on them. A listed deal is a deal every other buyer can see. You're competing on speed, price, and how well you can convince a broker you're more serious than the person who signed the NDA five minutes before you. Brokers notice when the same buyer requests NDAs across six unrelated industries. That buyer doesn't look decisive. They look like they're shopping.

Proprietary outreach is the other leg. You go to owners directly, often before they've talked to a broker, and sometimes before they've decided to sell at all. Don't confuse that with being the first buyer they've heard from. The owners of good businesses get approached constantly. Off-market doesn't mean nobody else is knocking. It means you might be in the conversation before there's an auction.

Run both. Watch the market for what's listed, and build your own flow of owners who aren't. If one leg is doing all the work, you're hopping.

Here's the part nobody loves hearing. Proprietary outreach is a volume game.

We email business owners every day on behalf of buyers. In a dataset we published last month, covering 124,178 owners we emailed between December 2024 and October 2026, 4.2% sent back a real reply. Only 1.6% were open to talking about a sale. That's roughly one interested owner for every 60 emails.

And "interested" means willing to talk. It doesn't mean they'll share financials, agree on a price, or sign anything. Most of those conversations will end somewhere between "not right now" and "my nephew might want it."

So yes, you need volume. Not because volume is a strategy, but because the math doesn't work without it. If you only contact the 300 companies that perfectly match your buy box, you're betting your search on a handful of conversations.

The fix isn't to abandon focus. Focus is how you earn credibility with owners, brokers, lenders, and investors. The fix is to plan for both from day one.

Start with your bullseye: the industry, size, and geography you'd be thrilled to own. Go hard there. Then define a second layer on purpose. Adjacent industries, neighboring geographies, companies a bit smaller or bigger than ideal. Decide up front that you'll pursue them, and accept up front that they won't all be perfect fits. A buyer who writes a few hundred letters into a narrow niche can keep that high-touch campaign running and still add a broader, geography-based campaign alongside it. The bullseye gets the precision. The second layer keeps the funnel from running dry.

Volume without judgment is just a faster way to waste time. Not all frogs are equal, and the data on which ponds to fish in is surprisingly lopsided.

Start with reply rates, because that's where most buyers look first. In our data, pest control owners replied to 5.6% of emails, and health tech owners replied to 4.8%. If you counted replies, you'd pick pest control.

Then you read the replies. Only 23% of the pest control replies were interested in a conversation. In health tech, 53% were. Per email sent, pest control lands at 1.3% interested and health tech at 2.5%. The busy inbox was lying to you.

We saw the same split in an earlier comparison of nine industries. Water management had the highest reply rate of the group at 11%, but only 23% of those owners wanted to keep talking. Fleet management replied 6% of the time, and 75% of those replies were open to a conversation about a sale.

Some lanes are just tough. Construction and HVAC owners came back interested 0.8% of the time in our data, half our overall average. Our best guess is that those owners hear from more buyers than almost anyone.

Geography moves the numbers too. Manufacturing owners in Utah came back interested 3.7% of the time. In Texas, 0.6%. Same industry, wildly different conversations.

None of that tells you whether a business is any good. It tells you whether you'll get to talk to the owner, which comes first. A great business you can't get a meeting with isn't a great search lane.

The other quality lever is the message itself, and this is where a lot of searcher folklore falls apart.

Over 19 months we sent 86,625 cold emails and graded the subject line on the first email of every sequence against the reply. A few things held up:

What wins is saying plainly that you're a buyer who wants this kind of business, in a voice that sounds like a person.

The bigger lesson is about the test, not the result. It took 86,625 sends to separate real effects from good stories. If you're sending a few thousand emails into one industry, you won't have enough data to know whether your clever subject line worked or you just had a good week. So change one thing at a time. Keep the message steady while you compare markets, or keep the market steady while you compare messages. Write down the question before you hit send. "Do Utah manufacturers respond better than Texas manufacturers?" is a test. "Let's try some new stuff" is a mood.

If NDAs and reply rates aren't the scoreboard, what is?

Track the steps that get you closer to a deal:

Look at that list and be honest about where it stalls.

For a lot of first-time buyers, it stalls at the last step. They have conversations. They just don't submit offers. They're waiting for the perfect deal, or they assume the owner will never agree on terms, so they don't put anything in writing.

Submit the offer anyway. An owner who heard a number they didn't like on the first call may feel differently after a few weeks of thinking about it. A written offer gives them something concrete to react to, and sometimes the reaction is a counter instead of a no. If you aren't submitting offers, your funnel has a cap, and it's you.

Two more things that cost buyers deals after the reply comes in. First, speed. An owner who wrote back spent real energy deciding to do it, and that mood fades. A slow response reads as uncertainty. Second, a high asking price is information more often than it's a rejection. Ask how they got there and what a good outcome looks like beyond the number.

A full calendar of broker calls can feel like momentum. A dashboard full of replies can feel like traction. Neither one is a pipeline.

Kiss a lot of frogs, because the math demands it. Pick your ponds carefully, because some frogs never turn into anything. Run brokers and proprietary outreach side by side. Test one thing at a time and keep what works. And when an owner starts talking, move fast and put an offer on the table.

The searchers who close usually aren't the busiest ones. They're the ones who know exactly what's in their pipeline, and keep putting more real conversations into it.

Disclaimer: This guide is for educational purposes only and does not constitute legal, financial, tax, or investment advice. Business acquisitions involve significant risks, and outcomes can vary widely based on individual circumstances. Always consult with qualified professionals including attorneys, CPAs, and financial advisors before making acquisition decisions. The EBIT Community does not guarantee the accuracy of information provided or the success of any acquisition strategy. Past performance and examples do not guarantee future results.