How to Submit an Off-Market Deal

What Does "Off-Market" Actually Mean?

In the world of M&A, "off-market" refers to a deal opportunity that is not publicly listed on any marketplace, auction platform, or brokerage website. The business is not advertised for sale. There is no "For Sale" sign — literal or digital. Instead, the opportunity is shared selectively with a curated group of qualified buyers through private channels.

This distinction matters enormously. According to PitchBook's 2025 Private Capital Markets Report, off-market transactions accounted for approximately 65% of all completed M&A deals in the lower-middle market. The reason is straightforward: most business owners do not want their employees, customers, competitors, or suppliers to know they are considering a sale until a deal is certain.

Off-market does not mean unprofessional. It means controlled. It means the seller retains authority over who learns about the opportunity, when they learn about it, and how much information they receive. This is the foundation of a well-run M&A process — and it is exactly what Napkin Deals was built to facilitate.

Why Off-Market Deals Command Premium Valuations

Sellers who bring off-market opportunities to the right buyers consistently achieve stronger outcomes than those who list publicly. This is not intuition — it is supported by data. McKinsey's M&A Pricing Analysis found that off-market transactions in the $5M–$50M range closed at multiples 15–25% higher than comparable publicly listed opportunities.

Several factors drive this premium:

• Scarcity perception. Buyers who receive an off-market opportunity know they are part of a select group. This creates urgency and reduces the tendency to low-ball initial offers.
• Reduced competition anxiety. Paradoxically, the controlled nature of an off-market process allows buyers to engage more deeply and make stronger offers because they feel the process is fair and not designed to extract maximum price through artificial competition.
• Confidentiality preservation. A business that has been publicly listed for months suffers from market fatigue and information leakage. An off-market deal arrives fresh, with its competitive position intact.
• Seller credibility. Off-market sellers who engage professional advisors signal seriousness. Buyers respond with serious offers.

Understanding buyer psychology is central to this dynamic. Our guide on what makes a napkin deal explores how the platform is designed to create precisely this kind of controlled, high-value engagement.

The Submission Process: Step by Step

Submitting a deal to Napkin is designed to be straightforward while collecting enough information to ensure meaningful buyer matching. The process typically takes 15–20 minutes to complete and can be done entirely online.

Step 1: Initial Information. Provide basic details about the business — industry, geography, approximate revenue and EBITDA, and the nature of the transaction (full sale, partial sale, growth investment, or other). This information is treated with strict confidentiality from the moment of submission.

Step 2: Business Profile. Share more about the company's story — founding history, competitive advantages, customer base, growth trajectory, and reason for the transaction. This narrative helps our team understand not just the numbers but the context behind them.

Step 3: Financial Summary. Upload or input key financial data including revenue trends, margin structure, and any adjusted EBITDA figures. You do not need audited financials at this stage — management-prepared figures are sufficient for initial evaluation. The detailed financial package comes later, typically as part of the CIM preparation process.

Step 4: Seller Objectives. What does a successful outcome look like for you? Are you seeking maximum price, specific deal terms, legacy preservation, employee retention, or a combination? Understanding your priorities allows our advisory team to structure the process accordingly.

What Information Should You Prepare?

While the submission form captures the essentials, preparing the following materials in advance will accelerate the review process and lead to a more productive initial advisory conversation:

• Three years of profit and loss statements (tax returns or management accounts)
• A current balance sheet
• Revenue breakdown by customer, product, or geography
• A brief description of the management team and key employees
• An overview of any material contracts, leases, or obligations
• Your target timeline for completing a transaction

None of this needs to be perfect at the submission stage. The purpose is to give our advisory team enough information to assess the opportunity, identify the right buyer universe, and provide an initial perspective on valuation and process. For a deeper dive into preparation, see our guide on preparing your business for exit.

What Happens After You Submit

Every submission to Napkin follows a structured review process designed to ensure quality and protect seller confidentiality.

Within 48 hours: A member of our advisory team reviews the submission and conducts preliminary research on the business, industry, and competitive landscape. This is not an automated process — a human advisor personally evaluates every deal that comes through the platform.

Initial call: We schedule a confidential call with the seller to discuss the opportunity in more detail, understand objectives, and answer questions about the process. This is a two-way evaluation — we assess fit and the seller assesses whether Napkin is the right partner.

Engagement decision: If both parties agree to proceed, we formalize the advisory relationship with a clear scope of work, fee structure, and timeline. At this point, the deal enters our active pipeline and the buyer outreach process begins.

The Deloitte M&A Institute's research shows that deals with a structured intake process — as opposed to immediate listing — close at rates 2.4x higher than those without. The upfront investment in understanding the opportunity pays dividends throughout the process.

How Deals Get Matched to Buyers

This is where Napkin's technology creates a structural advantage. Once a deal enters the active pipeline, it is matched against the mandates of verified buyers — private equity firms, strategic acquirers, search funds, family offices, and individual buyers worldwide.

Matching runs on the criteria buyers declare in their mandates — sector, geography, deal size, and budget. The result is a curated list of buyers whose stated criteria actually fit the deal, with a human reviewing every introduction before outreach happens.

From there, our go-to-market process begins. A blind teaser is prepared and distributed to the top-ranked buyers. Those who express interest sign NDAs and receive the full CIM. Qualified buyers proceed to management meetings, and the process moves toward letters of intent.

This systematic approach ensures that your business reaches the broadest possible audience of relevant buyers — not just the ones your local broker happens to know. EY's 2024 Global M&A Trends report found that sellers who engaged advisors with proprietary buyer databases received an average of 3.2x more qualified offers than those who relied on public listings alone.

Confidentiality Protections Throughout the Process

Confidentiality is not a feature of the Napkin process — it is the foundation. From the moment a deal is submitted, multiple layers of protection ensure that sensitive business information reaches only qualified, vetted parties.

• Blind teasers. Initial buyer outreach uses anonymized profiles that describe the business without revealing its identity. Industry, geography, and financial range are shared, but company name, exact location, and identifying details are withheld.
• Tiered NDA process. Buyers must execute non-disclosure agreements before receiving any identifying information. The NDA includes standard provisions for non-solicitation of employees and customers.
• Controlled information distribution. The CIM is watermarked with each recipient's name, and access is tracked. Data room access is granted on a need-to-know basis with audit logging.
• Seller approval gates. No information is shared with any buyer without the seller's explicit approval. The seller retains full control over who enters the process and how far they progress.

These protections exist because we understand what is at stake. A premature disclosure can unsettle employees, alarm customers, and embolden competitors. Our job is to find the right buyer while keeping the business intact throughout the process.