We just signed our LOI and the buyer is pushing to extend the exclusivity period from forty-five to ninety days so their advisors have more time. How do we structure the milestone schedule during this LOI-to-close phase to prevent deal fatigue and protect our leverage?

Question

Tyler Smith · Accepted Answer

A ninety day exclusivity period is a lifetime in deal terms and a recipe for deal fatigue. When a buyer stretches the timeline, they are often trying to wear you down or find a reason to re trade the purchase price. To maintain control during the LOI to close phase, you must negotiate a tiered exclusivity schedule tied to specific, enforceable diligence milestones. Limit the initial exclusivity window to forty five days. Agree to automatic fifteen day extensions only if the buyer meets strict performance markers. These milestones should include delivering the first draft of the Quality of Earnings report by day twenty, completing physical inventory audits by day thirty, and delivering the first draft of the definitive purchase agreement by day thirty five. Keep your leadership team focused on their weekly Level 10 Meetings and their quarterly Rocks. If your operational performance dips because you are distracted by due diligence, the buyer will immediately use that dip to justify a lower multiple. Use Keith Cunningham's Thinking Time framework to anticipate where the deal is likely to stall. Dedicate thirty minutes every morning to mapping out potential roadblocks. By staying two steps ahead of the buyer's data requests, you keep the momentum on your side and force them to close the deal on your timeline.