According to M&A advisor Kevin Keuper, only about 20 to 30 percent of businesses that go to market ever actually sell — meaning most listings never close. Not because the businesses are bad. Not because the price is wrong. Owners tend to assume a deal falls apart over valuation — over a number. In Keuper’s experience, the real reason is usually something else entirely, and it rarely has anything to do with the balance sheet.

So it’s worth asking the question directly: what actually separates a business that sells from one that doesn’t?

The Statistic That Hides the Real Problem

Read quickly, a low sale rate looks like a market problem — too many sellers, not enough buyers, prices out of reach. But talk to someone who has spent thirty years running these deals, and the story is different. Most owners who go to market aren’t actually ready to sell. They’re tired. They haven’t done the planning. And a buyer can tell the difference between a business that’s genuinely for sale and one that’s just exhausted.

In Keuper’s view, that distinction — readiness versus willingness — is one of the clearest patterns separating the deals that close from the ones that quietly disappear.

Timing Isn’t Something You Control

There’s a widely held assumption that an owner gets to decide when to sell. In practice, the market decides, and the owner either has a business ready to walk through that window or doesn’t. One Florida company spent years getting into position before the right buyers and the right conditions lined up at the same time — and the payoff for that patience was dramatically higher than what the same business would have fetched twelve months earlier. The window that mattered didn’t stay open for long.

The harder question — how far in advance that groundwork actually needs to start, and what specifically needs to be in place before it counts — is one that trips up even sophisticated owners.

Not All Earnings Are Created Equal

Every buyer looks at the same number on the way into a deal, but that number means very different things depending on where it comes from. Some earnings get discounted before a buyer even finishes the first meeting. Others get a premium multiple without much discussion at all. The difference isn’t obvious from the outside, and owners are often surprised to learn which of their own metrics is actually working against them.

What Buyers Are Really Paying For

There’s a gap between what business owners believe makes their company valuable and what buyers are actually willing to pay a premium for. It isn’t always revenue. It isn’t always growth. There’s one factor in particular that Kevin Keuper points to as a major driver of both price and leverage in a negotiation — and it’s rarely the first thing an owner thinks to fix.

The Check Is Never the Number You Expect

Headline deal values and what actually lands in an owner’s account are two very different figures. Part of the gap is fees and taxes. A bigger part, for many sellers, comes from a deal structure that sounds appealing at signing — and that, in Keuper’s experience, disappoints far more often than sellers expect. Understanding why — and what to ask for instead — can be the difference between an earn-out that pays and one that never does.

The Real Takeaway

The businesses that sell well weren’t scrambling to look good for a buyer. They were built, years in advance, to not need one. What that actually looks like in practice — and the handful of moves that matter more than anything else in the next twelve months — is exactly what this episode gets into.

On the latest episode of Quarter Over Quarter, M&A advisor Kevin Keuper of Legacy Capital Advisors joins Tom Moran and Don Drury to go deeper on exactly this — why so few businesses that go to market actually sell, what buyers are really paying for, and the earn-out mistake that catches even experienced sellers off guard.

Watch or listen to the full conversation on the Moran Wealth Management® YouTube channel, Apple Podcasts, or Spotify.