Definition
Proprietary deal flow is the acquisition opportunities a buyer opens directly with a business owner before a banker, broker or auction markets the company, so the buyer is the first and often the only party in the conversation.
The test is simple: who started the conversation with the owner, and was anyone already hired to sell the company? If you started it and nobody was hired, the deal is proprietary. If a banker, broker or advisor with a sell-side engagement brought it to you, it is intermediated, even when you are the only buyer who sees it.
You build a list of companies that fit your buy box and contact each owner yourself, or through a firm working for you, by phone, email, letter or social message.
When it counts: Counts as proprietary when no intermediary is engaged at the moment the owner first talks to you.
What to expect: This is the only channel you can scale on purpose. Volume comes from the size of the counted universe and how many times each owner is reached.
An accountant, attorney, lender, industry operator or portfolio company executive introduces you to an owner who has not hired anyone to sell.
When it counts: Counts as proprietary when the person making the introduction is not paid to run a sale. A broker or banker with a signed engagement is an intermediary, even if they send the deal to you alone.
What to expect: Strong conversion, but the volume depends on a handful of people and you cannot control the timing.
An owner contacts you first, after reading your content, meeting you at an industry event or hearing about a company you bought.
When it counts: Counts as proprietary when the owner reaches you before engaging a banker or broker.
What to expect: Low volume and slow to build, but it arrives warm. Treat it as a by-product of being known in a niche, not a plan.
| Stage | Direct | All | Proprietary share |
|---|---|---|---|
| First owner conversation | 26 | 40 | 65% |
| LOI submitted | 3 | 6 | 50% |
| Closed | 1 | 1 | 100% |
Hypothetical quarter for illustration only, not an Axia Growth client or benchmark.
Proprietary deal flow is the acquisition opportunities a buyer opens directly with a business owner before a banker, broker or auction markets the company, so the buyer is the first and often the only party in the conversation.
They overlap but are not the same. Off-market means the business is not listed or marketed. Proprietary means you opened the conversation directly with the owner. A company can be off-market and still reach you through a broker's quiet outreach, which makes it intermediated.
No. If a broker or banker has an engagement to sell the company, the deal is intermediated, even when you are the only buyer shown it. Tag it separately so it does not inflate your proprietary share.
Direct outreach to owners, referrals from people who are not running a sale (accountants, attorneys, lenders, operators), and owners who contact you first. Direct outreach is the only one you can scale on purpose.
Tag every opportunity direct or intermediated by how the first owner conversation started, then divide direct opportunities by all opportunities at the same stage. Track it at first conversation, LOI and close, and review the trend monthly.
Yes. A deal sourcing firm can build the target list and run owner outreach for you. The deal still counts as proprietary when the firm works for you as the buyer and no sell-side intermediary is engaged.
Want direct owner conversations in your buy box without hiring a team to run outreach? See how Axia Growth works for acquirers →
Cite this guide
Proprietary deal flow is the acquisition opportunities a buyer opens directly with a business owner before a banker, broker or auction markets the company, so the buyer is the first and often the only party in the conversation. Proprietary deal flow defined: deals a buyer opens directly with the owner before any banker, broker or auction. The three channels, and how to measure your proprietary share of pipeline.
When using information from this guide, cite Axia Growth and link to this page.
Axia Growth. What Is Proprietary Deal Flow? Updated 2026-10-29. https://axiagrowth.com/resources/what-is-proprietary-deal-flow
Axia Growth LLC provides deal origination services and is not a registered broker-dealer, investment adviser, bank, or depository institution. Where Axia's compensation is contingent on closing, it relies on the M&A broker exemption (15 U.S.C. § 78o(b)(13)) and analogous state exemptions, where available. Axia is typically engaged and paid by the acquirer, does not represent sellers, and does not provide, arrange, or receive compensation for transaction financing. See full disclaimer: /legal/disclaimer