tyler-smith.com · Questions & Answers

We have signed an LOI and entered the exclusive ninety-day diligence period, but the sheer volume of the buyer's request lists is paralyzing our leadership team and causing us to miss our monthly targets. How do we protect our operational execution and maintain the momentum needed to cross the finish line?

The ninety-day period between signing a letter of intent and closing the transaction is the most dangerous phase of an exit. Diligence requests will flood your inbox, and if you are not careful, your leadership team will stop running the business and start running the transaction, leading to a drop in performance that the buyer will use to renegotiate the purchase price. To maintain momentum, you must divide and conquer using your Accountability Chart. Appoint a deal team consisting of the founder and the Integrator to handle eighty percent of the diligence requests. The rest of your leadership team must be explicitly insulated from the transaction. Their single, overriding priority is to hit their quarterly Rocks and keep the daily operations running at peak efficiency. Do not allow diligence discussions to bleed into your weekly Level 10 Meetings. Keep those meetings strictly focused on the operational metrics and issues of the business. If a transaction-related issue arises that impacts operations, address it during a separate, dedicated meeting. Maintain high accountability with the buyer by establishing a clear weekly scorecard for the closing process. Track the status of legal drafts, disclosures, and third-party consents just as you would track operational metrics. If the buyer begins to drag their feet or make unreasonable demands, use this scorecard to hold them accountable and keep the deal moving toward a clean, timely close.

Category: Valuation & Deal Structure

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