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In an auction process, some PE firms submit high-priced Indications of Interest (IOIs) to advance to the next round without having done significant work. Sophisticated sellers and their bankers are wary of this tactic. They check data room activity to see if a bidder has actually downloaded files and engaged with the material, discounting bids from firms that haven't demonstrated real interest.
In a large deal, Milliken discovered post-close that the seller's team had prioritized their diligence questions over other bidders. This preferential treatment, earned through a respectful and strategic approach, created a significant information advantage during the competitive process.
The current fundraising environment for top AI founders is so frenzied that some are receiving term sheets before their data rooms are even built. In one case, a founder secured offers without financials in their data room, showing how speed and competition are causing some VCs to skip fundamental diligence.
Before initiating contact, Prime Group's team conducts deep dives on target properties, researching rents, taxes, and other operational details. The goal is to understand the asset better than the owner. This level of preparation establishes credibility, demonstrates serious intent, and sets them apart from unsolicited, low-effort offers.
Rather than just submitting a bid, smart buyers proactively call the investment banker beforehand to frame their offer. This "working the refs" strategy helps manage the banker's expectations, gather intelligence, and avoid being dismissed, even if the initial bid is not the highest.
An expert reveals two shocking statistics: 80% of new founders fail their first diligence attempt, and 85% of early-stage investors don't perform confirmatory diligence. This highlights a massive, systemic weakness and inefficiency in the startup ecosystem, creating significant risk on both sides of the table.
Avoid using simple file-sharing services like Dropbox. A professional data room provides invaluable intelligence by tracking which LPs open documents and how often. This data reveals who is genuinely engaged versus those just paying lip service, allowing you to focus your efforts effectively.
Prospects often express interest to gather information but lack a commitment to solve the problem. Sellers must differentiate by probing for concrete timelines and stakeholder involvement to avoid chasing deals that won't close, rather than hoping to convert interest into commitment on the call.
Firms that close nearly every deal for which they sign a Letter of Intent (LOI) demonstrate extreme discipline. This high conversion rate (e.g., 5 out of 6 deals closed) shows they pick their spots carefully, build deep conviction before exclusivity, and are not just "playing games" in the market.
When reviewing a shared business case, look for red ink—comments, changes, and edits from the buying team. This signifies ownership and conviction. A document with zero changes indicates shallow discovery and a lack of internal buy-in, making it a powerful negative signal for the deal's health.
In a competitive M&A process, intentionally bidding below the banker's guidance can be a strategic move. If the firm is a credible buyer, the banker may call back to nudge the price up, revealing valuable information about the true clearing price and the competitive landscape without overbidding initially.