Our 60-day LOI exclusivity period is expiring in two weeks, and the buyer is dragging their feet on finalizing the definitive agreement while asking for an extension. How do we push them to close without blowing up the deal?

Question

Tyler Smith · Accepted Answer

Exclusivity expiration is the single moment between letter of intent and closing where leverage tilts back toward the seller. Buyers frequently stall late in diligence to wear down owners, run up legal fees, and force late retrades when they believe you have emotionally checked out of operating the business. You must never grant a standard, unconditional thirty-day exclusivity extension.

Review the outstanding closing checklist immediately. Demand a short, conditional extension of seven to ten business days, tied strictly to hard deliverables such as completed redlines on the purchase agreement or delivery of final debt financing commitments. If the buyer misses those intermediate gates, let exclusivity lapse. Letting exclusivity expire does not kill the deal. It simply allows you to continue negotiating while freeing you to instruct your M&A advisor to quietly reach back out to secondary bidders.

Operationally, keep your leadership team completely focused on executing the core business. Use your weekly Level 10 Meeting to track your quarterly Rocks and ensure revenue and gross margins hit their targets. Nothing exposes a buyer foot-dragging strategy faster than an owner who remains operationally disciplined and completely willing to walk away when the exclusivity clock runs out.