We signed an LOI with a sixty-day exclusivity window, but the buyer's diligence requests are consuming thirty hours a week from our executive team and our trailing revenue is starting to dip. How do we manage the LOI to close process so deal fatigue does not trigger an eleventh-hour re-trade?

Question

Tyler Smith · Accepted Answer

The period between Letter of Intent signing and closing is the most dangerous phase of an M&A transaction. Buyers know that as leadership teams divert focus to financial audits, legal schedules, and customer calls, the core operating numbers often slip. A two-month revenue drop gives the buyer the perfect excuse to re-trade the enterprise purchase price right before signing.

To prevent operational drift, implement strict organizational boundaries:

- Appoint a single deal captain. Designate your Chief Financial Officer or outside M&A advisor as the sole gatekeeper for all diligence requests. Your sales leaders, operations directors, and department managers must not sit in diligence meetings without explicit approval.
- Protect your EOS cadence. Your leadership team must continue running Level 10 Meetings weekly and completing quarterly Rocks. Your Scorecard metrics, lead generation, and customer fulfillment must remain completely uninterrupted.
- Enforce the exclusivity calendar. If the LOI provides a sixty-day exclusivity window, hold the buyer strictly to that date. Refuse to grant an extension unless the buyer pays a non-refundable deposit or provides a finalized draft of the asset or stock purchase agreement showing substantial completion.
- Batch diligence responses. Never answer buyer questions in ad-hoc emails throughout the day. Consolidate requests into twice-weekly virtual data room uploads. This structure protects executive focus and creates a clear audit trail.

Your strongest defense against a last-minute re-trade is posting record trailing revenue during the diligence window. When your weekly Scorecard numbers trend upward between LOI and close, the buyer loses all leverage to demand a closing price adjustment.