We signed a letter of intent with a forty-five day exclusivity period, but the buyer's lawyers and accountants are stalling, and we are worried they are trying to exhaust us so we accept a lower price at the closing table. How do we manage the LOI-to-close process to keep them on schedule and protect our deal structure?

Question

Tyler Smith · Accepted Answer

The period between signing the LOI and reaching the closing table is the most dangerous phase of any transaction. Buyers often use this window to wear you down through information overload, hoping that fatigue will make you accept a price reduction or unfavorable terms. To prevent this, you must run the transaction like a project with strict accountability. Use your EOS® framework to manage the process. Appoint your Integrator as the single point of contact for the deal. This keeps your visionary self out of the weeds and prevents the buyer from exploiting communication gaps. Keep your leadership team focused on their weekly Rocks and maintaining daily operations. Do not let the business performance slip during diligence, as any dip in monthly EBITDA is an open invitation for the buyer to re-negotiate the purchase price. Set up a weekly Level 10 Meeting™ specifically for the deal team, including your investment banker and lawyers. Treat every diligence request as an issue to be solved using the IDS® process. If the buyer misses a deadline, call them out immediately. Let them know that your exclusivity window has a hard stop, and you are prepared to walk away and re-engage other buyers if they drag their feet. By maintaining operational discipline and showing you are not desperate, you keep the buyer on schedule and protect your deal structure.