A deal can miss a buyer's criteria and still be worth a useful reply. A clear pass helps the intermediary understand the gap. It can also make the next introduction easier to assess. A vague answer leaves both sides guessing.
The reply doesn't need a long explanation. Say whether you're passing, waiting on one fact, or open to another look if something changes. Those are different answers. The intermediary shouldn't have to infer which one you mean.
Give a clear pass or a clear pause
Start with the decision. If the opportunity falls outside the firm's mandate, say you're passing. If one missing detail could change the screen, name it and ask for it. Keep a pause limited to information that matters for the decision.
A buyer might check whether reported earnings meet the stated range. The buyer may also need to confirm the company serves the target market. Ask a question the intermediary can answer. If the answer wouldn't change the decision, it isn't worth holding the deal open.
Name the part of the mandate that misses
A useful pass points to the actual fit issue. The company may be outside the sector focus, too small or large for the mandate, or outside the buyer's geography. It may not fit the platform thesis. State the reason that applies.
Avoid a general 'not a fit' when a short explanation would help. Without a reason, the intermediary can't tell what to send next. A smaller company? A different service line? A new customer base? If the reason is confidential, a simple pass is clearer than an uncertain status.
Separate company fit from deal terms
The business can fit the thesis while the current terms don't. Say which decision you're making. If your view depends on price, don't describe the issue as a sector mismatch. You don't have to negotiate with every pass. If a different price or structure could keep the conversation open, say so clearly.
If the team hasn't settled on a counter, don't imply one. A false maybe can send the intermediary back to a conversation the buyer isn't ready to have.
Say what information would change your view
Sometimes a company looks close to the mandate, but the information isn't complete. Identify the one or two facts needed for a first screen. That could be recurring versus project revenue, the main end markets, or the source and period behind earnings. Ask only for information that could change the decision.
If new information won't change your view, say so. Don't invite another review by asking for extra pages. A definite pass helps the intermediary close the loop with the seller and keeps your priorities clear.
Close the loop with the intermediary
Respond while the opportunity is still active if you can. Confirm the deal is closed out on your side, then say what would fit better. Keep the description tied to your acquisition criteria. Don't ask the intermediary to guess at a broader search from one pass.
This matters when the intermediary has made a thoughtful introduction or assembled materials for review. A direct answer respects the work and saves both sides repeated follow-up after you've declined the deal.
Use repeated passes to sharpen the brief
If several opportunities miss for the same reason, check whether the brief makes the boundary clear. The written criteria, internal screen, and feedback should match. If they don't, update the brief before the next opportunity arrives.
SilverShore's guide to acquisition criteria for a first deal screen covers the buyer's starting brief. A separate article on investor feedback during a live mandate looks at the exchange from the intermediary's side.
A good pass is brief, specific, and honest about the next step. It explains why the opportunity doesn't fit today and gives the intermediary a clearer picture of what you'd consider next.