tyler-smith.com · Questions & Answers

We just signed our LOI and entered the exclusivity period, but the buyer's due diligence requests are dragging out and we suspect they are deliberately slow-walking the process to exhaust us and re-trade the price. How do we keep the momentum moving toward a close without letting our daily operations fall apart?

To prevent the buyer from using deal fatigue as a weapon, you must split your leadership team's focus. Do not allow your entire leadership team to get sucked into the transaction. Instead, run a clean division of labor. Your Integrator must own the daily operations and keep the company hitting its numbers, while you and a single designated finance resource handle the due diligence requests. Maintain your weekly Level 10 Meeting™ schedule with absolute discipline. Your weekly Rocks must remain focused on operational performance, not the deal.

To accelerate the buyer's timeline, apply the Trust Creation Process from the Trusted Advisor framework. Engage their deal lead directly to build a shared commitment to the timeline. Establish a joint weekly transaction meeting with a clear, shared checklist. If they fail to meet a diligence milestone, flag it immediately as an issue to IDS®.

Remind the buyer that your valuation is tied to ongoing performance. If they drag their feet, the historical performance data they are relying on will change. Under the IVS 105 guidelines, fresh financial data can alter the valuation inputs. Show them that your operational engine is still running at full speed. This proves you do not need their deal to survive, which is your ultimate leverage. Keep the process moving by showing them a highly systemized, self-sustaining business that does not skip a beat during diligence.

Category: Valuation & Deal Structure

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