We have signed the LOI and are in the ninety-day exclusivity window, but the buyer is now trying to renegotiate the working capital target based on our seasonal inventory build. How do we use our weekly scorecard data to hold our ground without killing the deal?

Question

Tyler Smith · Accepted Answer

The exclusivity window after signing an LOI is where buyers try to chip away at your purchase price, and the net working capital target is their favorite weapon. They will try to set a peg that forces you to leave excess cash or inventory in the business at close for zero compensation. To defeat this, you cannot rely on high-level annual averages. You must use your granular weekly Scorecard data to prove the seasonal realities of your business. Bring your leadership team into a focused state of alignment. Your Integrator must run the due diligence process like a major Rock, keeping it separate from daily operations so the rest of the team can focus on hitting their weekly targets. Use your historical cash flow and inventory metrics from your weekly Level 10 Meeting™ archives to show the buyer the exact cycles of your working capital. Show them that your seasonal inventory build is a predictable, recurring event that self-liquidates within a ninety-day window. By presenting a quantitative, week-by-week analysis rather than a generic annual average, you force the buyer to accept a dynamic working capital peg that adjusts for seasonality. If they see that your team has tight, metrics-driven control over inventory and accounts receivable, they will lose their leverage to demand a cash adjustment at close. Stand firm on your data and keep your operating rhythm intact.