We have signed a Letter of Intent with a forty-five day exclusivity window, but the buyer is dragging their feet on the definitive agreements while digging into our customer data. How do we manage this high-stress period to ensure we actually reach the closing table without our operations falling apart?

Question

Tyler Smith · Accepted Answer

The period between signing a Letter of Intent and reaching the closing table is the most dangerous phase of any transaction. Buyers often use exclusivity to wear you down, dragging out the timeline while searching for operational flaws to justify a price reduction. To prevent this, you must run the transaction like a highly disciplined project. First, maintain a strict schedule. Assign the deal management process to a specific seat on your Accountability Chart, or hire an external transaction advisor, so your core leadership team can remain fully focused on running the company. Your weekly Level 10 Meeting must continue to focus on your quarterly Rocks and Scorecard metrics, not the transaction. If your operational performance slips during diligence, the buyer will immediately demand a price haircut. Second, establish a clear, bi-weekly milestone schedule with the buyer. Set firm dates for the delivery of the first draft of the purchase agreement, disclosure schedules, and financing commitments. If the buyer misses these dates without a valid reason, remind them that your exclusivity period has a hard expiration date. Do not share your most sensitive intellectual property or customer contact details until the final days before closing. Keep your team aligned and focused on driving daily results to maintain your leverage.