An acquirer gave us an LOI at an attractive enterprise value multiple, but our deal team says the sixty days between signing and closing is where deals get re-traded or die. What specific operational controls should we put in place to ensure we actually close at the agreed-upon price?

Question

Tyler Smith · Accepted Answer

The period between signing a Letter of Intent and wire transfer day is the most dangerous window in a transaction. Buyers do not re-trade deals based on abstract philosophy. They re-trade because financial performance dips, customer churn spikes, or the leadership team takes their eyes off the core business while answering diligence requests.

To protect your valuation multiple, you must separate deal execution from daily operations. In EOS® terminology, your Visionary and Integrator might sit on the deal team with your investment banker and M&A counsel, but your departmental leaders must remain completely insulated. Assign Rocks specifically dedicated to daily execution so the core business continues hitting its weekly Scorecard numbers without distraction.

Run your regular Level 10 Meeting™ weekly with zero deal talk on the agenda. If revenue softens or gross margins compress by even two percent during diligence, the buyer's Quality of Earnings auditors will seize on it to claim your run rate is declining, justifying a price reduction or an aggressive working capital peg.

Control the flow of information through a centralized virtual data room with strict permissions. Do not let the buyer interview line-level staff or top customers until all definitive agreements are finalized and debt financing commitments are fully signed. When your operational rhythm stays disciplined, you prevent the operational drag that causes deal fatigue and expensive valuation discounts at the closing table.