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Rare Business Opportunities: Why the Best M&A Deals Never Hit the Market



Three men in suits sit at a table with documents. One whispers to another, shaking hands, while the third smiles. City skyline in the background.
Why the Best M&A Deals Never Hit the Market by Dr. Allen Nazeri M&AMI

Rare Business Opportunities and the Myth of “Finding Deals Online”

In today’s world of online marketplaces, data rooms, and listing platforms, many buyers believe they can simply “search” their way into success. Type in a few filters, sort by EBITDA, and voilà—your next acquisition appears. 

Unfortunately, that’s not how Rare Business Opportunities work.

The truth is, the most attractive, highest-quality, and most competitive M&A deals rarely, if ever, make it to the open market. They are quietly discussed, selectively introduced, and often pre-negotiated before a formal process even begins.

Why?

Because relationships ! Not listings, drive outcomes in M&A.

And at the center of those relationships is one key figure: the intermediary.

But not all buyers and sellers treat intermediaries the same way. In fact, their mindset often determines whether they ever get access to Rare Business Opportunities at all.

Let’s break it down.

Rare Business Opportunities and Personality Type #1: The “We Don’t Need a Broker” Crowd

"Rare Business Opportunities Are Lost by Those Who Treat Advisors as Expenses"

This is perhaps the most common, and most shortsighted group !

These are the buyers and sellers who view the intermediary purely as a cost center. To them, the broker is simply a “connector”—someone who introduces two parties and then should quietly step aside.

Once a buyer and seller meet, this group often thinks:


  • “We can handle this ourselves.”

  • “Why pay a fee for something we can negotiate directly?”

  • “How hard can this be?”


So what happens? They attempt to sideline the intermediary.

Now, let’s be clear. Legally, they are still bound to pay the broker. And most do. But something far more valuable than the fee is lost in the process:

Trust.

And brokers have long memories.

In future transactions, when that same buyer or seller is looking for access to a high-quality deal, guess what happens?

They are no longer the first call.

In fact, they may not be a call at all.

Because when a truly compelling, off-market opportunity arises, intermediaries instinctively prioritize parties they trust, those who respect the process and understand the value of professional guidance.

The irony? By trying to “save” on advisory involvement, this group often loses access to the very Rare Business Opportunities they are chasing.

Rare Business Opportunities and Personality Type #2: The “I Trust You… But Let Me Call My Cousin” Group

This group is slightly more sophisticated, but equally problematic.

They understand that intermediaries bring value. They appreciate the process. They recognize that M&A is complex.

But then… they don’t fully trust the advisor they hired.

So they bring in:


  • Their cousin’s wife (who once reviewed a lease agreement)

  • Uncle Johnny (a very successful divorce attorney)

  • A family friend who “did a deal once in 2007”


And suddenly, a clean, well-structured transaction turns into a chaotic group project.

Let’s be honest, M&A is a specialized discipline.

It involves:


  • Deal structuring

  • Tax optimization

  • Risk allocation

  • Strategic positioning

  • Negotiation psychology


None of which are typically mastered in family law or casual business experience.

Yet this group insists on layering in opinions from individuals who do not operate in the M&A ecosystem on a daily basis.

The result?


  • Deals stall

  • Terms become inconsistent

  • Buyers lose confidence

  • Sellers become frustrated


And in many cases, the transaction falls apart entirely.

It raises a simple but critical question:

Why hire a professional advisor—and then override them with non-specialists?

The best intermediaries are not just deal facilitators. They are strategic architects of value. When their guidance is diluted, so is the quality of the outcome.

And once again, access to Rare Business Opportunities quietly disappears.

Rare Business Opportunities and Personality Type #3: The “Strategic Relationship” Players

Now we come to the group that consistently wins. These are the buyers and sellers who truly understand the role of an intermediary. They don’t see the broker as:


  • An expense

  • A necessary evil

  • Or a one-time transaction facilitator


They see the intermediary as something far more powerful:

A strategic advisor who is only paid when value is created.

Think about that for a moment. In most industries, top-tier strategic advice comes with:


  • Retainers

  • Hourly billing

  • Upfront commitments


In M&A, however, the intermediary often operates on a success-fee basis.

Meaning:


  • They invest time, resources, and relationships upfront

  • They only get compensated when a deal closes

  • Their incentives are directly aligned with yours


And yet, this group doesn’t try to minimize or bypass that relationship—they invest in it.

They communicate openly. They respect the process. They rely on expertise. And most importantly, they think long-term. Because they understand something others don’t: The real value is not just in closing one deal; it’s in being invited to the next one.

Rare Business Opportunities: Who Gets the First Call?

Here’s the part most people don’t see.

Before a deal ever becomes public, or even semi-public, it is often quietly discussed within a trusted network.

A seller may say: “I’m considering a transaction, but I’m not ready to go to market yet.” At that moment, the intermediary doesn’t blast an email or create a listing.

Instead, they think:


  • Who is credible?

  • Who can close?

  • Who understands valuation?

  • Who will respect confidentiality?

  • Who has been a reliable partner in the past?


And then they pick up the phone.

That call does not go to the “We Don’t Need a Broker” group. It does not go to the “Let Me Ask My Cousin” group.

It goes to the third group—the strategic relationship players.

Because in high-stakes transactions, certainty matters more than curiosity. And that is where Rare Business Opportunities are born—behind the scenes, before anyone else even knows they exist.

Rare Business Opportunities and the Hidden Economics of Trust

Many buyers believe that having capital gives them an edge. And yes—capital matters. But in competitive M&A environments, reputation often matters more.

Intermediaries are constantly evaluating:


  • Who actually closes

  • Who retrades deals

  • Who creates unnecessary friction

  • Who respects counterparties


Over time, patterns emerge.

And those patterns directly influence access.

A buyer with a strong track record of professionalism and collaboration will consistently see better deal flow than a buyer with more capital but poor behavior.

Why?

Because sellers—especially high-quality sellers—care deeply about:


  • Certainty of closing

  • Preservation of legacy

  • Smooth transitions


And intermediaries act as gatekeepers to protect those priorities.

Which means access to Rare Business Opportunities is not just earned—it is curated.

Rare Business Opportunities: Final Thought

If there’s one takeaway from this discussion, it’s this:

The best deals are not discovered—they are introduced.

And those introductions are not random.

They are the result of:


  • Trust

  • Consistency

  • Professionalism

  • And long-term relationship building


So the next time you wonder why the most attractive companies never seem to hit the market, don’t assume they don’t exist. They do.

They’re just being quietly transacted among a small group of people who understand the rules of the game. And more often than not, it starts with how they treat their intermediary.

Dr. Allen Nazeri, widely known as “Dr. Allen,” brings more than 35 years of global entrepreneurial and transactional experience to the middle market. He serves as Managing Director at American Healthcare Capital and Managing Partner at PRIME exits®, where he advises founders, boards, and executive leadership teams on strategic growth, value optimization, and exit readiness. Dr. Allen works with both privately held and publicly traded companies, helping them strengthen operations, enhance valuation drivers, and position their businesses for premium outcomes—whether through a full sale, recapitalization, or partial liquidity event. His approach combines operational insight with disciplined M&A execution, ensuring clients are strategically prepared long before going to market.

He earned his Doctor of Dental Surgery (DDS) degree from Creighton University and holds an MBA in Mergers & Acquisitions and Investment Banking from the University of Bedfordshire. Dr. Allen also holds the prestigious Master M&A Intermediary (M&AMI) designation, awarded to a select group of advisors who have demonstrated advanced negotiation expertise and a proven track record of closing complex, middle-market transactions.As the author of Value Engineering: Strategies to 10X the Value of Your Clinic and Dominate the Market! and the newly released Selling Your Healthcare Company at a Premium, Dr. Allen is recognized for translating sophisticated deal strategy into actionable guidance for business owners.

Dr. Allen Nazeri offers complimentary valuations to founders exploring partial or full exit strategies and works closely with strategic acquirers, private equity groups, and institutional investors. Each year, he directly oversees successful sell-side engagements representing more than $1 billion in aggregate enterprise value across Healthcare, Engineering, Manufacturing, Robotics, Automation, and related business services sectors.


 
 
 

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