We signed the letter of intent sixty days ago, and the buyer is using the prolonged due diligence process to slowly chip away at our valuation multiple, claiming market conditions have shifted. How do we regain our leverage and force this transaction to close on our original terms?

Question

Tyler Smith · Accepted Answer

Deal fatigue is a deliberate strategy used by many institutional buyers to grind down an owner's resolve. Once you sign a letter of intent and agree to an exclusivity period, you lose your primary source of leverage, which is the threat of walking to another buyer. To regain control, you must establish a hard drop-dead date for exclusivity.

Use your weekly Level 10 Meetings to assign a specific Rock to your transaction team: closing the deal on time. Keep your leadership team focused on running the day-to-day operations to ensure your weekly scorecard metrics do not drop. If your revenue and margins remain rock-solid during diligence, the buyer has no empirical justification to renegotiate the multiple. If they persist in chipping away at the price, you must be willing to walk. Let them know that your business is operating at peak efficiency under your EOS framework and that you are perfectly content to keep running it. The moment they realize you are not desperate is the moment they stop playing games. Control the cadence of the requests, establish weekly review calls, and keep your foot on the operational gas pedal.