We signed our letter of intent, but the buyer is dragging out the diligence process, and we are worried they are trying to exhaust us into accepting a lower valuation. How do we maintain our operational momentum during this LOI to close phase so they do not have a pretext to renegotiate the deal terms?

Question

Tyler Smith · Accepted Answer

The period between signing a letter of intent and closing is the most vulnerable window for any business owner. Buyers often use slow-walking diligence as a psychological tool. If your performance dips even slightly during this phase, they will claim the business is unstable and demand a price reduction. To prevent this, you must separate your deal team from your operating team. Your leadership team must remain focused on their daily and weekly Rocks. Use your weekly Level 10 Meeting to keep the leadership team insulated from the transactional noise. The visionary and a single designated point person should handle the data requests, while the rest of the team runs the business on its normal operating cadence. Additionally, you should establish a strict sixty-day exclusivity window in the letter of intent. If the buyer fails to close within this period due to their own delays, the exclusivity expires, or they must pay a non-refundable deposit to extend it. Keep your weekly EOS Scorecard metrics visible and updated. When the buyer sees that your weekly sales, fulfillment, and cash metrics are hitting or exceeding targets during diligence, you take away their primary leverage for a valuation grind. Consistency is your best defense. Show them that the business operates flawlessly with or without the owner in the seat.