The buyer is not stalling you. Their own investors have not been paid properly since 2023.

Why does nothing seem to be happening?

Because the people across the table are short of cash to return to their own investors, and that shortage runs backwards through everything they do. The chain is short and it is worth following once.

A private equity fund raises money from institutions, buys companies, sells them, and returns the proceeds. That last step has largely stopped working. The annual rate at which fund investors are getting cash back is running near 10%, has stayed below 20% since the start of 2023, and compares with a historical average of 25% since 2001 (Jefferies Private Capital Advisory, Global Secondary Market Review, published July 2026, as at 30 June 2026).

The effect on behaviour is not that buyers stop buying. It is that every decision gets slower and more conditional. Capital that is not being returned has to be defended, the next fund cannot be raised without a track record of returning it, and an acquisition that goes wrong is more expensive to a firm in that position than it was three years ago. So approvals move up the organization, conditions multiply, and the diligence list grows.

We have written the full analysis of the distribution shortage and what it does to exit timing separately, under the heading that the sellers queued ahead of you are more than thirteen thousand deep. This piece is about how that reaches an owner in a live process.

Where in the process is the time actually going?

Diligence, and specifically the parts of diligence that did not exist as separate workstreams five years ago. Seventy-three percent of senior investment-bank executives expect the due diligence process to become more complex over the next twelve to twenty-four months, and 15% expect it to become much more complex. One in five report that timelines have already extended over the past two years, and of those, 57% say one to three additional months have been added (SRS Acquiom and Mergermarket, survey of 150 senior US investment-bank executives, published 23 February 2026).

The composition of the extra time is the useful part. Fifty-one percent now call technology diligence the single most burdensome element of the entire review, and 84% anticipate increased cybersecurity scrutiny over the same horizon. This is not the financial diligence that owners prepare for. It is a separate set of questions about systems, data, security history and how exposed the business is to changes in its own technology, and most sellers meet it for the first time inside a live process.

The practical consequence is that the historical launch-to-close baseline is wrong. Budgeting on the last transaction an owner or their advisor did, if it was more than about two years ago, understates the timetable by roughly a quarter.

Why is the buyer asking for so much more than last time?

Because the failures they are trying to avoid are documented and expensive. Inadequate diligence is cited as the primary cause of deal failure by more than 60% of executives, and the three most common red flags reported are customer concentration above 30% with no contractual lock-in, intellectual property held in a founder's name, and undisclosed data breaches (Govern365, M&A due diligence checklist, May 2026).

Those three are worth reading as a list of what a buyer is actually afraid of, because none of them is about profitability. Each is a way the asset can be worth materially less after closing than the numbers said before it, and each is discoverable in advance by the seller at a fraction of what it costs to discover mid-process.

There is a second reason, less often stated. A slower process is cheaper for the buyer. Time pressure is a seller's asset, and a buyer with no queue behind them has little incentive to relieve it. That is not bad faith, it is the absence of competition, and it is the argument for building one rather than complaining about the pace.

Is it the same for every buyer?

No, and the differences are predictable enough to plan around. A committed-fund sponsor has the money and the slowest approval process, and is the most affected by the distribution shortage above. A corporate acquirer has its own balance sheet and a different bottleneck, usually internal approvals and integration planning rather than financing. An independent sponsor typically has neither a fund nor a committed lender at signing, and raises the equity per transaction, which is a real financing contingency sitting behind the signature.

That last category has grown into a primary channel at the lower end, with around 1,400 independent sponsors now active, roughly double the 2019 count (Bloomberg, 28 July 2026, citing McGuireWoods). Their timetables are genuinely less predictable, which is a reason to diligence the buyer, not a reason to exclude them.

The forward signal on all of it is flat rather than improving. Confidentiality agreement activity, which leads deal closings by roughly three months, pointed to activity remaining essentially flat through July 2026, described as stable but far from a broad-based recovery (Ontra data, published in Bain, Private Equity Midyear Report 2026, 8 June 2026). A seller should plan on the current pace continuing rather than on it easing during their process.

What can a seller actually control?

The part of the delay that is caused by the seller, which is larger than most owners expect. Sellers who run thorough sell-side diligence before launch are reported to close 20% to 40% faster and at higher valuations (Govern365, May 2026). That is the single highest-return response available to a slow market, and it is available before anyone is hired.

Concretely, that means at least thirty-six months of clean, normalized monthly financials, a quality of earnings report commissioned early, and diligence readiness extended into technology and cybersecurity rather than stopping at the accounts. The transactions that closed in this market shared well-prepared financial packages that minimized re-trading risk (Capstone Partners, Capital Markets Update, 4 June 2026).

The second lever is competition, and it is the one that actually changes the pace rather than the preparation. A buyer who knows there is a second party working to the same date behaves differently from a buyer who does not. That is a function of how the buyer list was built and how the timetable was set, which is a decision made before launch and cannot be retrofitted once a single bidder is in exclusivity.

The third is expectation. A process that was budgeted on a pre-2024 timetable will feel like it is failing when it is merely running at the current speed. Adding one to three months at the outset, and telling everyone internally that it is there, prevents a normal process from being mistaken for a broken one.