We signed an LOI with a sixty-day exclusivity window, but the buyer's diligence request list exceeds two hundred items and deal velocity is stalling. How do we manage the process from LOI to close so the buyer does not drag out diligence and re-trade our price?

Question

Tyler Smith · Accepted Answer

Deal fatigue is the primary reason buyers re-trade purchase prices. Once exclusivity begins, leverage shifts from seller to buyer. To maintain control, treat the closing process like an enterprise-level execution sprint with rigid operational cadence.

First, never sign an LOI without having an organized virtual data room fully populated in advance. If you are uploading basic contracts or tax returns after signing, you invite delays. Give the buyer access to ninety percent of their required files within forty-eight hours of mutual signature.

Second, institute a mandatory weekly Level 10 Meeting cadence between your deal team and the buyer's deal leads. Use an Issues List to track outstanding diligence items, debt commitment deadlines, and draft purchase agreements. Force the buyer to identify any material findings by day thirty rather than day fifty-five. If their Quality of Earnings provider misses agreed milestones, push back firmly on exclusivity extensions.

Third, maintain tight operational discipline inside the business. When an owner takes their eye off sales to answer legal spreadsheets, monthly performance slips. A soft trailing-month EBITDA is the easiest excuse for a buyer to cut their offer by half a turn. Delegate day-to-day operations entirely to your leadership team through clear Accountability Chart seats so you hit your forecast during the entire exclusivity window.