We signed an LOI with a sixty-day exclusivity window, but the buyer is now trying to renegotiate the purchase price because of a minor macroeconomic dip. How do we hold our ground or walk away without destroying our operational momentum?

Question

Tyler Smith · Accepted Answer

Buyers often use the exclusivity period to find minor external excuses to chip away at the agreed purchase price, assuming you are too committed to back out. You must combat this by maintaining your operational momentum and keeping your options open.

First, look at your weekly Scorecard. If your internal metrics are strong and you are hitting your quarterly Rocks, you have all the leverage. Do not allow the buyer to make their macro anxiety your problem. Have your leadership team use your weekly Level 10 Meeting to identify, discuss, and solve this threat immediately.

If the buyer persists in demanding a price reduction, instruct your deal team to prepare to walk. This requires absolute alignment among your leadership team, which you can confirm by reviewing your V/TO. If you are operating a healthy, growing business, you do not need to accept a discounted deal.

Tell the buyer that the price in the LOI is non-negotiable based on your current financial performance. If they refuse to proceed at that price, let the exclusivity period expire. The best way to prevent this behavior is to show that you are completely willing to walk away and continue running your business. When a buyer sees that your leadership team is focused on execution and that your numbers are not dipping, they will usually back down and close on the original terms.