
How Coronavirus Is Impacting Lower Middle Market M&A Activity
Last week, Axial convened a virtual roundtable of members to review the impact of the coronavirus pandemic on lower middle…
The private equity landscape has fundamentally shifted. With record dry powder levels and intensifying competition, the firms that dominate deal flow aren’t just working harder—they’re working smarter. For lower middle market PE professionals targeting companies with $1-5 million EBITDA, the challenge isn’t just finding deals; it’s accessing the right opportunities before the competition even knows they exist.
The average private equity firm evaluates 80 investment opportunities before closing a single deal[1][2]. That’s a conversion rate of just 1.25%. For context, the software industry manages a 22% close rate[3], making PE’s conversion rates look remarkably inefficient.
Yet the top 15% of PE firms have cracked this code. They employ dedicated deal origination teams with 0.75 to 1.25 deal sources for every generalist investment professional[1], and they’re seeing 3-4x more relevant opportunities than their peers.
The lower middle market presents a unique paradox. Companies with revenues between $10-300 million represent 96% of all privately held companies—a universe 25 times larger than what’s available to large cap PE firms[4]. These businesses trade at median acquisition multiples that are 15% lower than mid-market companies, yet most PE firms see only 16.5% of relevant deals in their target market[6].
Most lower middle market PE firms operate with a fundamental resource constraint. Building comprehensive advisor coverage would require 3-5 dedicated BD professionals at $150-250K each, plus another $50-75K per person in travel and entertainment. That’s a million-dollar annual commitment before seeing a single deal.
The traditional model creates three critical failures:
Coverage Gaps: Regional advisors in secondary markets often have the best proprietary deals, but maintaining relationships across 50+ metro areas is impossible for most funds.
Timing Misalignment: By the time deals reach broad distribution, the best opportunities have already been shown to firms with existing advisor relationships.
Resource Drain: Partners spend 30-40% of their time on sourcing activities instead of deal execution and portfolio management.
Leading firms have shifted to a hybrid model that combines technology platforms, targeted relationship building, and systematic coverage. Here’s how they structure their approach:
Platforms like Axial provide the foundational layer—access to thousands of advisors and comprehensive market coverage. This isn’t about replacing relationships; it’s about ensuring you never miss opportunities due to coverage gaps. The key is using platforms strategically:
Set Up Intelligent Filters: Don’t try to review every deal. Focus on your best bets:
Track Advisor Quality: Not all advisors are equal. Build a scoring system based on:
Speed as a Weapon: Set up systems to respond within 4 hours to new opportunities. First movers in the lower middle market often get exclusive looks before processes go broad.
Once you have platform coverage, invest BD resources surgically. Focus relationship building on:
Specialist Advisors: Industry-specific advisors who consistently see deals in your core sectors. One deep relationship with a manufacturing specialist beats ten surface-level connections with generalists.
Regional Power Players: Every secondary market has 2-3 advisors who dominate local deal flow. Identify and cultivate these relationships in your target geographies.
Emerging Advisors: Junior partners at established firms who are building their books. They’re hungrier, more responsive, and remember who helped them early.
The best firms don’t just receive deals from advisors—they become preferred buyers who see opportunities first. Here’s how to get advisors to think of you before anyone else:
Become the Fast Responder: Advisors remember firms that respect their time. Set up systems for:
Become a Preferred Buyer: Create formal relationships with key advisors:
When these three layers work together, you create a sourcing machine that builds on itself. Platform coverage ensures you never miss opportunities, strategic relationships give you preferred access to the best advisors, and your reputation as a fast, sophisticated buyer means advisors think of you first. This isn’t about working harder—it’s about building systems that make the best deals flow to you naturally.
Lower middle market returns increasingly depend on add-on acquisitions. The math is compelling: add-ons typically transact at 1-2 turns lower than platforms, immediately creating value through multiple arbitrage. Here’s how to build a systematic add-on engine:
Sector Deep Dives: When you acquire a platform, immediately map every potential add-on in their sector. Use platforms like Axial to ensure comprehensive coverage while your platform company works existing relationships.
Speed Premium: Add-on processes move fast. Selling owners often want quick, clean exits. Build streamlined processes:
The firms winning at add-ons treat them as a systematic discipline, not opportunistic events. They maintain always-on sector coverage through platforms and advisor relationships, move with conviction when opportunities emerge, and execute with the same rigor as platform investments. In today’s market, the difference between 2x and 4x returns often comes down to how many accretive add-ons you can execute in the first 24 months.
The highest quality lower middle market deals often run as limited processes with <20 buyers. Getting into these processes requires:
Reputation Building: Advisors need to know you’re a closer, not a tire kicker. Every interaction builds or destroys reputation. Quick passes on bad fits, detailed feedback on near-misses, and clean execution on wins.
Sector Credibility: Demonstrate deep expertise through:
Certainty Premium: In limited processes, certainty beats price. Structure offers that minimize closing risk:
Many lower middle market deals have complexity that scares off buyers but creates opportunity:
Customer Concentration: If one customer is 40% of revenue, dig deeper. Can the platform acquisition de-risk it by absorbing it into a larger customer base? Price the risk appropriately and fix it post-close.
Succession Situations: Owners wanting to retire but lacking succession create perfect opportunities for your operating partners to step in.
Regulatory Overhangs: Pending regulations that might impact the business scare many buyers. If you understand the real impact, you can price risk while others run.
Turn every interaction into future deal flow:
The Losing Bidder Advantage: When you lose a deal, maintain the relationship. Send congratulations, ask for feedback, and stay visible. You’re now on their radar for the next opportunity.
Advisor Advisory Boards: Create formal programs where advisors provide market intelligence in exchange for PE insights. This keeps you connected between transactions.
The Alumni Network: Your former portfolio company executives know every potential target in their industries. Formalize these relationships with advisory agreements and success fees.
Most firms track vanity metrics. Focus on what drives returns:
Limited Process Deal Percentage: What percentage of closed deals faced limited competition? Target 40%+ for top quartile returns.
Speed to Initial Response: Track hours from deal receipt to initial response. Top quartile firms average under 4 hours.
Coverage Efficiency: Deals reviewed per BD dollar spent. Platforms like Axial dramatically improve this metric.
Advisor Concentration Risk: If 50% of deal flow comes from 3 advisors, you’re vulnerable. Diversification ensures consistent flow.
Add-on Velocity: Successful platforms should acquire 2-3 add-ons within 24 months. Track sourcing-to-close velocity.
The lower middle market sourcing landscape will continue evolving. Winners will adapt to:
AI-Powered Matching: Platforms will use machine learning to predict fit between buyers and opportunities, moving beyond basic criteria matching.
Sector Roll-up Acceleration: Industry-specific acquisition platforms will emerge, requiring deeper sector expertise and faster execution.
Speed Premium Expansion: As competition intensifies, the ability to move from first contact to close in 60 days will become a major differentiator.
Ready to upgrade your sourcing? Here’s your 30-day sprint:
Week 1: Foundation
Week 2: Relationship Acceleration
Week 3: Process Optimization
Week 4: Proactive Launch
In the lower middle market, deal sourcing isn’t about seeing every opportunity—it’s about systematically accessing the right opportunities with speed and certainty. The winners combine comprehensive platform coverage, strategic relationship investment, and proactive origination to build sustainable competitive advantages.
The firms still relying solely on traditional advisor relationships and reactive sourcing will increasingly lose out to those who’ve built modern sourcing machines. The question isn’t whether to modernize your approach—it’s how fast you can implement these strategies before your competition does.
What is private equity deal sourcing? Private equity deal sourcing is the process of identifying, evaluating, and securing investment opportunities. It involves building networks, conducting market research, and developing relationships to create a steady pipeline of potential investments that match a firm’s investment criteria.
How do PE firms find deals? PE firms find deals through multiple channels including investment banking relationships, direct outreach to business owners, referrals from portfolio companies, industry networking, and platforms like Axial that provide access to extensive advisor networks.
What percentage of PE deals actually close? Only about 1.48% of private equity deals sourced actually transact, with the average PE firm evaluating 80 opportunities before closing a single investment. This low conversion rate makes effective deal sourcing critical for success.
What are the best sources for lower middle market deals? The best sources include boutique investment banks, regional M&A advisors, business brokers, industry-specific intermediaries, direct relationships with business owners, portfolio company referrals, and comprehensive platforms like Axial that provide access to over 3,500 advisors.
How important are advisor relationships in deal sourcing? Advisor relationships are crucial, especially in the lower middle market where deals are often less intermediated. Platforms like Axial provide immediate access to extensive advisor networks without the time and cost of building those relationships individually.
What metrics should PE firms track for deal sourcing? Key metrics include deal flow volume, market coverage percentage, conversion rates through each stage, source attribution, cost per deal, and response time for new opportunities.
How can smaller PE firms compete with larger ones for deal flow? Smaller firms can compete by leveraging platforms like Axial that provide access to extensive advisor networks, focusing on relationships with boutique and regional advisors, emphasizing quick decision-making capabilities, and working with success-fee structures that align costs with results.
What makes Axial different from other deal sourcing approaches? Axial provides immediate access to 3,500+ qualified advisors, 11,000+ annual deals, risk-free browsing, success-based pricing, and focus on North American lower middle market transactions—coverage that would take years and significant investment to build independently.
How do success fees work with Axial? Axial operates on a success-fee basis, meaning you can browse and access deals for free, only paying when you successfully complete transactions. This creates alignment between all parties and eliminates upfront sourcing costs.
[1] A Guide to Private Equity Deal Sourcing – 4Degrees https://www.4degrees.ai/blog/a-guide-to-private-equity-deal-sourcing
[2] 6 tips for improving private equity deal sourcing – Affinity https://www.affinity.co/blog/private-equity-deal-sourcing-tips?hsLang=en
[3] Tips to Measure Business Development Success in Private Equity https://www.sourcescrub.com/post/tips-to-measure-business-development-in-pe
[4] A big role for small and middle-market private equity investments https://am.jpmorgan.com/us/en/asset-management/institutional/insights/portfolio-insights/alternatives/a-big-role-for-small-and-middle-market-private-equity-investments/
[5] Agency Risk in the Lower Middle Market: A Guide for PE Professionals https://blogs.cfainstitute.org/investor/2024/12/09/agency-risk-in-the-lower-middle-market-a-guide-for-pe-professionals/
[6] Key Insights from the 2024 Deal Origination Benchmark Report https://suttonplacestrategies.com/key-insights-from-the-2024-deal-origination-benchmark-report/
[7] Deal-Sourcing Metrics that Matter: How to Measure Success https://alpha-hub.ai/blog/deal-sourcing-metrics-that-matter-how-to-measure-success/