The M&A market has shifted.
Rising interest rates. Tighter credit. Valuation volatility. Longer diligence cycles.
Deals are still getting done—but more are falling apart, often for preventable reasons. In today’s environment, having a trusted advisor by your side isn’t just helpful; it’s essential.
Here are seven common reasons deals are breaking down—and how a seasoned advisor keeps them on track:
1. Valuation Gaps Are Widening
Buyers are underwriting risk. Sellers want pre-2022 multiples.
Solution: Use earnouts, seller notes, and strong prep to align expectations early.
2. Financing is Less Reliable
Lenders are cautious. Approvals take longer—or never come.
Solution: Pre-qualify buyers and suggest alternative financing options.
3. Diligence is Killing Momentum
Delayed or messy financials are a deal killer.
Solution: Front-load diligence. Control the dataroom. Build buyer confidence.
4. Emotions and Fatigue Take Over
Selling a business is emotional—and draining.
Solution: Trusted advisors keep sellers focused, supported, and protected.
Your Business, Our Expertise – A Winning Combination.
5. Re-Trades After the LOI
Some buyers renegotiate over minor issues.
Solution: Resolve red flags early and draft protective LOI terms.
6. Legal Complexity Slows Everything Down
Overly complicated structures or aggressive legal counsel can derail deals.
Solution: Align early with M&A-experienced attorneys who focus on execution, not theory.
7. Mid-Process Business Changes
A dip in revenue or a lost customer mid-deal can spook buyers.
Solution: Time the go-to-market. Control the narrative. Keep the long view.
The bottom line:
Deals don’t just close because there’s interest—they close because there’s leadership.
In today’s uncertain market, a trusted M&A advisor:
- Drives process with precision
- Protects your value at every step
- Anticipates problems before they occur
- Keeps emotions from derailing outcomes
- Turns market uncertainty into strategic clarity
If you're considering a transaction in 2025, don’t go it alone. The right advisor isn’t a cost—it’s the difference between success and disappointment.
Author
Matthew Kekelis, Managing Director, Benchmark International
Categories
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