Diligence demands between signing the LOI and drafting definitive agreements are pulling our leadership team away from day-to-day execution, risking a decline in quarterly financial performance. How do we keep our operational numbers strong during this window?

Question

Tyler Smith · Accepted Answer

The ninety-day window between letter of intent and closing is where deals die or get re-traded. Buyers review monthly financial statements right up to the signing table. If your trailing EBITDA dips during diligence because leadership took their eye off the ball, the buyer will seize on the decline to discount the enterprise value.

To insulate the company, separate deal execution from core operational execution. Assign one person, typically the Integrator on your Accountability Chart or an external transaction advisor, to serve as the sole traffic cop for diligence requests. The rest of the leadership team must be barred from dealing with buyer inquiries and told to focus exclusively on hitting the company Scorecard and executing quarterly Rocks.

Run your weekly Level 10 Meeting™ with absolute discipline. Treat diligence data gathering as a single departmental Rock owned by the Integrator, while keeping the rest of the leadership team focused on revenue generation, delivery capacity, and client satisfaction. If an operational metric on the Scorecard drops below target, use IDS® (Identify, Discuss, and Solve) immediately to fix the root cause before it bleeds into the next month's profit and loss statement.

Control the buyer's access to your organization:
- Require all diligence inquiries to flow through a centralized, written request tracker rather than unscheduled phone calls
- Establish strict batching periods where diligence questions are addressed only twice per week
- Never expose middle management or client-facing personnel to buyer interviews until all major financing and legal contingencies have cleared

Closing a transaction is worthless if you deliver a damaged business at the finish line. Keep the core team focused on the business while your deal point person manages the buyer.