No buyer enters a search with the intention of failing. No seller signs an LOI expecting it to fall apart. 

And yet, most failed deals don’t die because of valuation or diligence surprises. They die because the certainty of closure was misread from the start.

You can never know with absolute certainty whether a transaction will close. But in our experience, you can get surprisingly predictive by evaluating the right signals early. These signs can be read long before exclusivity, diligence costs, or emotional commitment pile up.

Think of it as underwriting deal certainty, not just underwriting the other party across the negotiating table.

Below are eight factors we’ve found to be the most reliable predictors of whether a search turns into a successful close: for buyers assessing their own readiness, and for sellers deciding who to take seriously.

1: Clarity on Equity (Biggest Predictor)

Proof of funds, committed LPs, sponsor backing, or documented net worth and liquidity

Buyers with verified capital sources (proof of funds, committed LPs, sponsor backing, or documented personal liquidity) close at dramatically higher rates than buyers who are still “figuring it out.”

“I can raise it” is not the same as “I have it.” Sellers can almost always tell the difference.

Deals rarely die late because the price was wrong; they die because the money was never truly there.

2) Post-close liquidity reality

If they can’t retain meaningful liquidity after close, deals die late (banks, stress, spouse, fear)

A buyer can technically afford a deal and still fail to close it. If the transaction could leave them financially exposed after closing, hesitation creeps in. The bank could get conservative, stress builds, spouses can get involved, and fear replaces their conviction.

This is one of the most common failure points for first-time buyers, especially when personal net worth is heavily concentrated in the deal itself.

Certainty of close improves if the buyers are positioned to retain real financial breathing room after the wire clears.

3) Misalignment between expected deal size and available capital

If their target EV implies an equity check they can’t actually write, the close probability drops fast

If a buyer’s target enterprise value implies an equity check they can’t comfortably write, the close probability drops fast. Financing structures, creativity, and time typically don’t fix these things. 

Realistic alignment between target deal size, equity capacity, and debt tolerance is one of the clearest early indicators of whether a deal will make it to closing.

4) Operator credibility

Relevant operating experience (industry, function, or scale) dramatically improves financing + seller confidence

Relevant operating experience helps close the deal. Buyers with credible backgrounds (industry, functional, or scale-based) generally secure financing more easily, gain seller trust faster, and navigate diligence with fewer surprises.

Buyers don’t need to be perfect operators, but lenders and sellers need confidence that the buyer understands what they’re stepping into.

5) Decision velocity

Speed reveals how serious buyers and sellers are

Early indicators of close probability include:

• How quickly a seller or buyer schedules initial calls
• How fast they review marketing material
• Whether they can make a go/no-go decision within 24–72 hours

Slow decision-making early almost always compounds later, especially under exclusivity.

6) Mandate clarity

Tight buy box with real “must-haves” and “will-not-dos”

A tight buy box is more predictive than restrictive.

Buyers move faster, conduct diligence better, and close more often when they know what they want and what they don’t.

Buyers looking for “anything good” tend to waste time, lose momentum, and struggle to commit when it matters most.

7) Willingness to write offers

The fastest path to close is simply: the ability to do repetitions of IOIs and LOIs

At some point, conviction has to turn into an offer on paper.

Buyers who are willing to write an IOI or LOI early, even imperfectly, close at far higher rates than buyers who need “one more call” before every step. On average, we have found that buyers write six offers to off-market targets before one gets under a letter of intent (LOI). 

Reluctance to write is rarely about diligence; it’s about their uncertainty.

8) Bank readiness

Have they spoken with lenders before months 1–2?

Financing should not start after the LOI. For successful transactions, it starts before the search gains momentum.

High-probability buyers typically:

• Speak with lenders early (often in months 1–2)
• Understand Debt Service Coverage Ratio (DSCR) requirements
• Have realistic views on addbacks
• Know personal guarantee expectations

If the buyer pursues banking education late, deals almost always unravel.

Why Calder

For buyers, these factors provide an honest mirror: Are you truly positioned to close, or just positioned to search?

For sellers, these factors offer a framework to separate enthusiasm from execution, before you grant a buyer exclusivity or invest months of your time.

And for the market as a whole, higher certainty of close means fewer broken deals, better outcomes, and less wasted time, money, and energy on both sides of the table.

We believe certainty is never guaranteed; however, with these tips, we hope you will find it to be diagnosable.

About Calder Capital

Founded in 2013, Calder Capital is a cross-industry mergers and acquisitions advisory firm with offices across the United States. Calder provides valuation, sell-side, and buy-side services. We are nationally recognized for excellence in advising $1-100M enterprise value transactions in manufacturing, construction, distribution, and business services. Calder serves business owners, entrepreneurs, family offices, financial buyers, and investors. Learn more at www.CalderGR.com.