Buying in the Fog: How to Make Smart Acquisitions When the Future is Unclear

Uncertainty Creates Hesitation—But It Also Creates Opportunity

If you’re a business owner considering an acquisition, you might be wondering:

“Is now really the right time to buy?”

Uncertainty—whether it’s economic shifts, shifting agency budgets, or industry changes—can make acquisitions feel riskier than usual. When visibility is low, many buyers hesitate, waiting for a “better time” to act.

But here’s the reality: There is no perfect time to buy a business.

Some of the best acquisitions happen during uncertain times—but only for buyers who know how to see through the fog, identify real opportunities, and structure deals with risk protection.

In this post, I’ll walk through how to make smart acquisitions even when the future is unclear, so you don’t miss opportunities while waiting for perfect conditions.

Why Uncertainty Can Be an Advantage for Acquirers

When conditions feel unpredictable, many buyers pull back—but strategic buyers know that uncertainty can actually create better opportunities. Here’s why:

Valuations May Be More Favorable

·      When the market is booming, sellers command premium prices.

·      During uncertain times, some motivated sellers become more flexible, leading to better deal terms for buyers.

Less Competition for Good Targets

·      In stable times, acquisitions are crowded—multiple buyers compete for the best deals.

·      During volatility, fewer buyers are in the market, giving you the ability to negotiate stronger terms.

Sellers May Be More Open to Creative Deal Structures

·      Uncertain times make all-cash deals less attractive for buyers, but they also push sellers to consider alternative structures.

·      Earn-outs, seller financing, and phased transitions reduce buyer risk while still giving sellers a strong exit path.

Example:

A GovCon IT firm looking to expand into AI/ML had been scouting acquisitions for years. When uncertainty hit the market, most buyers pulled back. But instead of waiting, they negotiated a below-market valuation with a seller eager to exit, structuring an earn-out tied to contract renewals. This let them acquire a high-value capability at a lower risk.

How to Evaluate an Acquisition During Uncertain Times

Not every company is worth buying just because the market is shifting. Here’s how to identify strong acquisition targets even in uncertain conditions:

1. Focus on Resilient Revenue

·      Diversified contract vehicles (not reliant on one agency or one recompete).

·      Recurring revenue models (subscription-based services, multi-year contracts).

·      Mission-critical capabilities (services that agencies will continue needing no matter what).

2. Look for Operational Strength, Not Just Financials

·      Strong leadership teams willing to stay on post-sale.

·      Efficient operations—not bloated with unnecessary overhead.

·      Evidence of adaptability in previous market shifts.

3. Assess Seller Motivation Carefully

·      Is the seller exiting for strategic reasons or just reacting to fear?

·      Are they willing to offer earn-outs or seller financing, signaling confidence in the business?

·      Will they assist with transitioning relationships post-sale?

How to Structure an Acquisition When the Future is Uncertain

De-Risk the Deal with Earn-Outs & Contingency Payments

·      Tie a portion of the price to future performance (e.g., contract renewals, revenue targets).

·      Ensures you’re not overpaying upfront in unpredictable conditions.

Negotiate Seller Financing to Preserve Cash Flow

·      Instead of large upfront payments, structure deferred payouts so the business helps fund its own purchase.

·      Aligns the seller’s incentives with your long-term success.

Plan for Post-Close Flexibility

·      Keep key leadership in place long enough to stabilize the transition.

·      Have a clear 90-day integration plan but maintain adaptability for changing conditions.

Example:

A GovCon engineering firm was eyeing an acquisition but was concerned about budget shifts in federal spending. Instead of backing off, they structured a deal where 50% of the purchase price was tied to contract recompetes over the next two years, ensuring they weren’t overpaying if the landscape changed.

Final Thoughts: Smart Buyers Move Forward—But They Move Smart

Uncertain times make passive buyers hesitate—but they create opportunities for strategic buyers who know how to navigate risk.

If you’re considering an acquisition but want to ensure you structure the deal wisely, let’s talk. I help GovCon business owners:

·      Evaluate whether now is the right time to buy.

·      Identify resilient acquisition targets in shifting markets.

·      Structure deals to minimize risk while maximizing opportunity.

Let’s have a strategy call—because waiting for the “perfect time” often means missing the best opportunities. Click here to set up a call.