tyler-smith.com · Questions & Answers

We just signed our LOI and the buyer is starting their deep-dive due diligence. What are the critical operational milestones we must hit over the next sixty days to prevent them from chip-chipping away at our valuation before the final purchase agreement is signed?

The sixty days between signing the Letter of Intent and closing the deal is where enterprise value goes to die if you lose your grip on the business. Buyers use this window to spot operational slippage and renegotiate the purchase price. To prevent this, you must run your business with relentless consistency using your weekly EOS operating system.

Keep your weekly Level 10 Meeting calendar completely locked in. Your leadership team must continue hitting their quarterly Rocks. If the buyer sees your leadership team hitting ninety percent of their weekly scorecard targets during due diligence, they lose their primary leverage for a price reduction.

Establish a data room protocol where your Integrator serves as the sole gatekeeper for diligence requests. This keeps the rest of your leadership team focused on executing the V/TO plans. You should also run a parallel path using the Income Approach frameworks of IVS 105. Show the buyer that your current cash flow is directly tied to automated workflows, not the owner's personal relationships.

If your weekly scorecard shows stable or expanding gross margins throughout the sixty-day window, you prove the business is an institutional asset. Do not let the buyer drag out the process. Set a hard closing date in the LOI and use your operational rhythm to hold them to it. Keep your pipeline full and show them that the business is accelerating under the leadership team's management, leaving no room for a post-LOI haircut.

Category: Valuation & Deal Structure

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