The Absolute "have to haves" of an off market deal

February 09, 2026

by a searcher in Idaho Falls, ID, USA

How much of the "traditional" process is critical for a smaller off market deal while not spooking the business owner? I'm working on a 500k deal with a retiring owner (34 years in business) right now and I wrote the NDA and drafting an LOI (my lawyer will review it) myself. He's an old school guy and so far only has his long standing CPA doing some work on this. I received two years of P&L as an example. I'm doing some SBA so I know I will need a lot more from him. But is a complicated long Purchase agreement or asking for x amount of years of Tax returns really necessary? Is a super in depth QOE needed? How much do I really need to make sure I protect myself and set myself up for success, while not making this too complicated for him. My fear is long delays (business is somewhat seasonal) and cold feet to be honest. I don't want to trigger him into deciding he needs to get a broker after all and shop the deal. So far it's in my wheelhouse of what I was looking for in deal size and type of owner exit.

Reply by a professional
from University of Colorado at Boulder in Fort Myers, FL, USA

As others have shared ^redacted‌, I don't think for a deal size of $500K that you would need a full-blown QOE. Start to get to know him by doing the lunch/dinner thing, you will find out way more that way than sitting in a formal room with attorney's and CPA's. One way to make sure you protect yourself is to combine a Seller Finance and Earn Out. He benefits tax wise on the SF and you benefit getting burned with a EO. If he is that old school I can pretty much guarantee he's not using any modern tech for a CRM and follow up systems. If you end up buying it, add in some AI to help with communications with leads and customers and you can grow it pretty quickly. Hope that helps. Thanks for the tag ^redacted‌

Reply by an intermediary
from Vanderbilt University in Dallas, TX, USA

We go through this everyday with our buyside practice. I don't think the level of information you need decreases just because it's off-market. If anything, it's harder since there's no CIM or broker to ping for questions. I'd suggest getting it under LOI and taking the seller out to lunch or dinner as a start. Forming a strong rapport will be important to help weather the info request storm....definitely do a QofE. Loop in the CPA so seller feels like he's not alone and hopefully the CPA can handle your financial requests. You can also tell the seller how much time you're investing (and money) so he knows you're serious. If he doesn't reciprocate then he might not really want to sell and you certainly want to know that as soon as possible!

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