When Acquisitions Fall Through: Why PIBA Gold Partners Don't Lose a Dime

byGordon Bizar
on2025-11-18

Message from NDFC

At National Diversified Funding Corporation, we move forward with one unified purpose — to create lasting value through partnership.

Together with our PIBA partners, we're not just acquiring companies; we're building futures. This newsletter reflects the teamwork, trust, and tenacity that define our shared success.

Deal Pipeline Activity — Past 30 Days

• Pre-LBO Review: 1
• LBO Analysis: 3
• IOI Submitted: 8
• LOI or IOI Drafting: 2
• LOI Submitted: 2
• IOI or LOI Revisions Pending: 1
• Paused – Info Pending: 5
• Rejected: 22

Industry Focus — Past 30 Days

• Construction and Heavy Contracting: 7
• Manufacturing: 5
• Oil and Gas: 2
• Hospitality Group: 1
• Business Services: 1

Headquarters Change / Corporate Restructure

We are in the process of forming a NewCo National Diversified Funding Corporation that will be a Delaware Corporation operating out of Florida (Brickell City Tower 80 Southwest 8th Street, Suite 2000 Miami, FL 33130).

NewCo National Diversified Funding Corporation will be obtaining all of the assets of OldCo National Diversified Funding Corporation in California.

NewCo National Diversified Funding Corporation will be active starting 12/01/25. This transition should be seamless for our partners, however, as part of this transition, we will be reaching out to each of you to amend your agreements to add an assignability clause that will carry over into NewCo National Diversified Funding Corporation.

When Deals Go Sideways — And Why Our Partners Don't Lose a Dime

Every so often, even the most promising acquisition can hit a wall.

A company that looks strong on paper turns out to have cracks beneath the surface. That's exactly what happened recently with one of our major target companies.

After signing the Letter of Intent, NDFC launched into extensive due diligence including full-scale financial analysis and supplier investigations.

Our findings were eye-opening. The company's working capital was several million dollars short of what had been represented. Revenue had slipped by roughly 25%, and profits (EBITDA) dropped by more than a third.

Because we operate with discipline and integrity, we revised our offer to reflect the new realities, ensuring that both buyer and seller could still walk away with a fair deal. Unfortunately, the sellers chose to hold out for their original valuation — a number that no longer matched the company's financial condition or market environment. Their broker agreed our revised offer was more than fair, but the sellers decided to step back and try to rebuild performance on their own.

That's where most buyers get burned. By this stage, an individual buyer could have sunk tens of thousands — even hundreds of thousands — into legal fees, accounting, appraisals, travel, and other due diligence costs. When the deal falls apart, all that money is gone.

Not for our PIBA Gold partners.

Because NDFC underwrites and manages the entire acquisition process, our partners invest only their time and commitment. When a deal drops, NDFC absorbs the financial hit — not the partner. Our model was designed precisely for this reason: to protect entrepreneurs from the unpredictable nature of M&A while still giving them the opportunity to own and build major companies.

Even in this case, our efforts weren't wasted. We forged new relationships with brokers, lenders, and world-class brand leaders (including one of the most recognized marketing icons in the consumer goods industry). The groundwork laid for this transaction now benefits every deal that follows.

This is the power of the PIBA Gold partnership — where your upside is unlimited, and your downside is protected.

Partner Edge™ – This Month's Tip: The Art of Listening Deeply

Why It Matters

In the high-stakes world of business acquisitions, silence can be your most powerful tool. Sellers often reveal their deepest motivations not through what they say directly, but through what they imply, hesitate over, or repeat.

Deep listening is how you hear what others miss — the emotional signals, unspoken fears, and personal pride that drive every decision. When sellers feel truly heard, they begin to trust you instinctively, shifting from guarded negotiation to open collaboration.

What To Do

1. Listen Beyond the Words

Don't just hear facts — hear feelings. Notice tone, pacing, and emphasis. When a seller repeats something ("our people," "my father started this company"), it's a clue to what matters most. Make mental notes and return to those points later.

2. Pause Before Responding

After a seller finishes speaking, wait two seconds before replying. That small pause signals you're processing what they said — not just preparing your own response. It's a subtle but powerful way to convey respect and attentiveness.

3. Reflect, Don't React

Use mirroring statements to show you're tracking the emotional undercurrent:

"It sounds like maintaining stability for your team is really important to you."

Reflection confirms you understand, not just that you heard. It deepens trust and encourages them to share more.

4. Ask the Gentle Follow-Up

When something feels significant but isn't fully expressed, draw it out with soft questions:

"Can you tell me a bit more about what that transition would look like for you?"

"What does success feel like to you after the sale?"

These questions invite honesty and clarity — without pressure.

5. Close the Loop

Summarize what you've heard before moving on:

"So just to make sure I'm clear — your biggest priority is finding a buyer who keeps the culture intact?"

This assures them their message landed and prevents misalignment later.

Pro Tip

People can sense when they're being "listened to" versus when they're being "understood." The difference isn't in your ears - it's in your intent.

Listen to understand, not to respond.

Capital Market Insights

Over the last 30 days, the financing environment has continued to improve and the changes are becoming clearer.

Regional banks are merging, reorganizing, and actively rebuilding their lending teams. At the same time, private credit lenders are shifting more of their money into deals that offer higher returns, including opportunities in newer or fast growing markets. Large companies are still issuing plenty of bonds, which helps keep overall liquidity in the system, even though interest costs and loan protections remain tougher than they were before 2022.

Why this matters for your acquisition:

These shifts mean there is slightly more capital available for middle-market buyers like you — but lenders are still rewarding buyers who can move quickly and show a clean, reliable financing plan.

In practical terms:

• You may have more lender options than you did a few months ago.
• Competition among lenders can help you secure better terms or faster commitments.
• Lenders still expect discipline, so well-prepared deals will continue to stand out.

What this means for your deal:

Financing is becoming more available, but lenders still reward speed, clarity, and certainty. If we stay organized and present a strong plan, we can move faster than competing buyers and that gives us a real edge in winning the deals we want.

Success Stories: NDFC Has Added 3 Additional Board of Advisors

Steven Forbes

Steven Forbes is a seasoned corporate attorney with deep experience in capital raising and M&A, serving companies ranging from start-ups to large private and public firms. He is currently a partner at Scale LLP and previously spent nearly 22 years at Skadden, one of the world's leading corporate law firms, after which he founded his own boutique practice. Before becoming an attorney, he worked as a CPA at Deloitte.

What Value He Brings to Our Acquisition Process

1. Better Deal Evaluation

His CPA background combined with decades of M&A work allows him to quickly spot red flags, evaluate risks, and translate financial and legal complexity into clear business implications.

This helps us avoid bad deals early and move confidently on the right ones.

2. Stronger, Faster, and Cleaner Financing

Because he has led so many capital raises, he understands how to structure financing, negotiate terms, and manage lender expectations.

This increases our ability to secure reliable financing and avoid delays or surprises.

3. Higher Certainty of Closing

With thousands of transactions under his belt, he knows how to navigate obstacles, negotiate effectively, and keep deals on track.

This improves closing speed, reduces execution risk, and gives our PIBA partners more confidence that we can finish what we start.

Bottom Line

Mr. Forbes brings the legal, financial, and transactional expertise that strengthens every stage of our acquisition process — evaluation, financing, negotiation, and closing. His background directly increases our ability to win deals and deliver for our partners with greater precision and certainty.

William Pasek

William (Bill) Pasek is a senior executive with over 35 years of experience in commercial strategy, business development, and growth within the pharmaceutical and contract manufacturing sectors. He has held leadership roles at DIANT Pharma, Avara Pharmaceutical Services, Sunovion, and GlaxoSmithKline, driving global market expansion, partnerships, and organizational transformation. Known for his strategic vision, operational discipline, and collaborative leadership, Bill leverages deep industry relationships to advance innovation, strengthen client partnerships, and deliver sustainable business growth.

What Value He Brings to Our Acquisition Process

1. Extensive Leadership Experience in Pharmaceuticals

Over 35 years in senior executive roles, including EVP and Chief Commercial Officer positions, giving him deep operational and strategic insight in the pharmaceutical and contract manufacturing sectors.

2. Proven Track Record in Commercial Strategy and Growth

He has driven business development, market expansion, and organizational growth at multiple global and regional pharmaceutical companies, including DIANT Pharma, Avara, Sunovion, and GlaxoSmithKline.

3. Industry Expertise and Network

His long career has built strong relationships across the pharmaceutical industry, giving him access to key partners, clients, and market intelligence.

4. Deal Evaluation

Bill's operational and commercial experience allows him to quickly assess a target company's market position, growth potential, and strategic fit. He can spot opportunities and risks that others might miss.

5. Financing Support

His credibility and industry relationships can help secure financing or partnerships from lenders or strategic investors who value his insight and track record.

6. Closing and Integration

Bill's experience in scaling organizations and leading growth initiatives ensures that acquired businesses can be integrated efficiently and positioned for success, which reduces execution risk and increases partner confidence.

Bottom Line:

Bill adds strategic, operational, and industry expertise to our acquisition team, helping us evaluate deals more accurately, secure better financing, and execute transactions efficiently for our PIBA partners.

Marcus

Marcus is the Global Head of Caldwell's Corporate Practice, one of the fastest-growing law firms in the U.S., where he specializes in international M&A, joint ventures, and venture capital transactions.

A trusted advisor to major global corporations, he has led multibillion-dollar deals across continents, bringing deep cross-border expertise and investor-grade discipline to every engagement. Educated at Harvard Law School and Humboldt University in Berlin, Marcus provides NDFC with strategic insight, transparency, and rigor in executing complex global acquisitions.

Acquisition Pipeline Update — BOA Addendum

Headed Your Way and Questions

1. It is anticipated that our $150 million dollar investment fund will be fully formed by December, with capital raising with the help of placement agents beginning January 2026.
2. We are still looking to add an additional BOA member with expertise in the construction industry. If you know anyone that would be a good fit for us, we would appreciate a referral.
3. Correction to the October 2025 PIBA Partner Newsletter

In the section "Why PIBA Gold & Platinum Partners Have The Best Deal in M&A" last month, it was incorrectly stated that a traditional private equity firm pays between 5% and 8% of enterprise value in transaction costs just to get a deal closed.

The correct figure is 3% to 4% of the enterprise value.