New Series: Inside the Deal: Insights From Business Acquisition Pros – Part 1: The Business Broker | Jerry Freedman, Freedom Business Financing

Earlier this year, I published a two-part article on The Lakewood Scoop titled Buying a Business: A Smarter Path to Parnassah. The response was overwhelming. I heard from readers who had questions, wanted more details, or were simply curious about whether acquisition might be the right path for them. That feedback made one thing clear: people are interested in business ownership, but they need guidance that goes beyond theory. That is why I created this series, Inside the Deal: Insights From Business Acquisition Pros. Each part features conversations with professionals who sit at the center of the process — business brokers, attorneys, financial due diligence experts, and CPAs — to give you practical takeaways, clarity on the process, and a real sense of whether buying a business is right for you.

As the founder of a small business loan brokerage, I have spent years helping entrepreneurs navigate acquisitions with SBA 7(a) financing. Along the way, I encounter a steady stream of buyers and brokers, each with their own styles and challenges. Based on that experience, I can tell you this: a business broker is not just another participant in the process. They are often the bridge that makes or breaks a deal. The broker sits between buyer and seller, managing expectations on both sides and keeping momentum alive. When a buyer demonstrates seriousness and the ability to execute, brokers remember it. Even if a deal falls through, that credibility often leads to the broker bringing the buyer new opportunities that may be an even better fit. For that reason, establishing and maintaining strong relationships with brokers is not optional. It is central to success in small business acquisitions.

For this first interview, I spoke with Steven Wiener of Zpen Ventures, a seasoned business transaction expert with over 18 years of experience and more than 200 closed deals across multiple industries. His insights highlight what really matters when working with brokers and how buyers can position themselves for success.

The Interview

Jerry: What are the most common misconceptions buyers have when first approaching a broker?
Steven: Buyers often believe that the broker’s sole allegiance is just to the seller or buyer. In essence, it is to the deal. We are there to help facilitate a positive outcome for the business. Many buyers also underestimate the complexity of due diligence and assume the process will be quick or that all information will be readily available. In reality, most small businesses are not fully prepared to sell.

Jerry: How do you balance representing the seller while also helping a buyer feel comfortable and informed?
Steven: I provide buyers with as much relevant information as possible, including financials, operations, and market analysis, while also ensuring I am not disclosing confidential details prematurely. I encourage buyers to ask questions and help them understand industry norms and potential risks. By setting clear expectations, outlining the process step by step, and remaining available for discussion, I help buyers feel respected and empowered.

Jerry: What signals do you look for in a buyer to know they are serious and likely to close?
Steven:

  • Financial capability: They have proof of funds or pre-approval ready.
  • Operational fit: They either have relevant experience or a plan to bridge the gap.
  • Responsiveness: They ask smart questions, return calls promptly, and stick to timelines.

If someone’s first move is to ask for tax returns, that is a red flag.

Jerry: How should a buyer think about valuation versus the seller’s asking price?
Steven: A seller’s asking price is a starting point. It is often shaped by emotion, market comparables, and sometimes over-optimism. Smart buyers approach valuation analytically, looking at cash flow, EBITDA multiples, and asset values. The goal is to arrive at a value that is fair, justifiable, and supported by data.

Jerry: What are your thoughts about buyers trying to source off-market transactions? Is it more challenging without a broker involved, or does direct contact with the seller make the process somewhat easier?
Steven: Like everything else, there are pros and cons. Ultimately, the likelihood of a seller being prepared for a sale in an off-market transaction is very slim. Buyers will usually have minimal information up front to even make an offer, and the seller will be unprepared for due diligence. Additionally, sellers often have unrealistic expectations of what their business is worth and how to approach the transaction. A good business broker helps solve all of these issues by preparing the seller for a sale and presenting the business to prospective buyers in the best possible way.

Jerry: In your experience, what is the number one reason deals fall apart after LOI, and how can buyers prevent it?
Steven: Diligence surprises. Buyers uncover inconsistencies in the financials, or the seller has not been fully transparent. This is preventable if both sides invest in clean books early on and keep open communication. Buyers can protect themselves by setting clear diligence milestones in the LOI.

Jerry: If a buyer is competing with multiple interested parties, what strategies can give them an edge?
Steven: Speed and clarity win. Come in pre-qualified, ask smart questions, and build rapport with both the broker and the seller. A personalized offer letter explaining your vision for the business can go a long way. If two buyers are close, I will recommend the one I believe will close, the one with fewer contingencies, faster diligence, and financing in place. Terms matter more than price sometimes.

Jerry: What is a real-world story where you saw a buyer either save themselves or lose out because of how they worked with a broker?
Steven: One buyer showed up with an offer $50,000 under asking for a manufacturing company, but had financing lined up, visited the location the next day, and came with a 45-day diligence plan. The seller picked them over a higher offer. They closed in 60 days. Another buyer dragged their feet, tried to re-negotiate after LOI based on minor issues, and lost the deal. The seller walked and sold to someone else. Be decisive, be respectful, and do not play games.

Closing Thoughts

Talking with Steven reinforces just how central brokers are to the acquisition process. They do not just list businesses. They set the tone, create the bridge between buyer and seller, and ultimately influence which deals cross the finish line. For buyers, that means building credibility and trust with brokers is not optional. It is a key strategy that pays dividends, even if your first deal does not close.

Stay tuned for the next installment in the Inside the Deal series, where I will be speaking with a financial due diligence professional about how buyers can avoid costly surprises.

About the Experts

Steven Wiener is a seasoned business transaction expert with 18+ years of experience guiding buyers and sellers through acquisitions and sales. He has successfully closed more than 200 transactions across manufacturing, distribution, service, and healthcare, with deal values ranging from $5 million to $50 million. With a hands-on approach and firsthand experience evaluating and brokering companies of all sizes, Steven brings unique insight to every deal. He is widely regarded in the business sales community as a trusted advisor who values collaboration, integrity, and win-win outcomes. Contact Steven at [email protected].

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About the Author
Since 2018, Jerry Freedman, founder of Freedom Business Financing, has helped entrepreneurs across the country acquire businesses and secure owner-occupied commercial real estate through SBA 7(a) and 504 loans. Drawing on his background as an accountant, auditor, and CFO, and a track record of closing deals across multiple industries, Jerry is recognized for guiding buyers with clarity and integrity from LOI to closing. Contact Jerry by visiting freedombf.com

 

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Bud Jerman
1 month ago

Great interview.