Answers/Proprietary vs intermediated deal flow
Proprietary vs intermediated deal flow: what is the difference?
The short answer
Proprietary deal flow comes from a firm's own direct relationships with owners, reached before any sale process begins, so there is often no competing bidder. Intermediated deal flow arrives through a broker, banker, or auction, where the company is packaged, marketed to many buyers, and priced by competition. Proprietary access usually means better terms and a real conversation; intermediated access means speed but a crowded, expensive process.
The definitions
What each term actually means
Intermediated deal flow is everything that reaches you through a third party. A broker, an investment bank, or an online marketplace takes a company to market, prepares a teaser and a data room, and invites a field of buyers to bid. By the time you see it, the seller has decided to sell, the price expectation is set, and you are one of many. The work is done for you, but so is the competition.
Proprietary deal flow is the opposite path. You reach the owner directly, often before they have committed to a sale at all, because you have built a relationship or arrived with a thesis that fits their business. There is no auction, no banker between you, and frequently no other bidder in the room. You are negotiating one to one rather than against a spreadsheet of competing offers.
Side by side
Why the distinction decides price and access
The two channels feed completely different outcomes. The same business sourced proprietarily versus through an auction can clear at a very different multiple, and the relationship you build along the way changes what happens after close.
Sourced direct from the owner
- Often no competing bidder, so price is set by conversation, not by auction dynamics
- Access to owners who have not yet decided to sell, before any process exists
- A relationship is built, so you are the known name when the owner is finally ready
- Slower to build, but compounding: the coverage you create keeps producing
Delivered by a broker or bank
- Competitive process, so price is bid up and terms favour the seller
- Only companies already in market, with the easy upside often already priced in
- No relationship, so you win on speed and certainty rather than on knowing the owner
- Fast to access, but everyone sees the same deals at the same time
The honest part
Why proprietary flow is hard to build, and what most vendors get wrong
Everyone says they will build you proprietary deal flow. Most are pointing an autonomous AI tool at a list and hoping, which fails for two structural reasons. First, an unsupervised tool writes outreach that founders can smell, and in a referral-driven market that damages a firm's name. Second, the "perfect-fit, ten outreaches a week" thesis does not work, because you cannot find readiness online. Whether an owner is genuinely ready to sell, who really decides, what is happening inside the business: much of it sits in no database.
So building proprietary flow takes two things at once. Genuine volume to cover a market, and the relationship-building that means when an owner does become ready, you are already the name they know. Thin precision-only outreach misses the deals that were never visible to begin with, which is exactly the off-market access the proprietary channel is supposed to deliver.
Our lens
How we build the proprietary side as standing infrastructure
We treat proprietary origination as a system that runs continuously, not a campaign you switch on. We combine 16+ databases with our own custom web scraping for an accurate market map, score every company 0-100 against the firm's thesis on 50+ signals, and monitor continuously for the ownership, succession, and growth triggers that mean an owner is ready to talk now. Our system drafts and personalises the outreach, then operators with deal experience review every founder-facing message before it sends, on dedicated domains and warmed inboxes that keep it deliverable at scale. The firm sees all of it through a custom portal.
AI does the work that scales. Operators do the work that matters. That is what turns a market map into a proprietary pipeline.
Build the proprietary side of your pipeline
Thirty minutes on your mandate, your current origination coverage, and the conversations this system would open in your market before deals reach a broker. The call goes to Martin directly. If we are not confident it fits, we will say so.
Confidential, and handled by the team that would run your mandate. Or read how the engine works first.