We signed an LOI with a sixty-day exclusivity window, but diligence has stretched into month four, legal drafting is stalling, and the buyer is citing minor operational hiccups to renegotiate our valuation. How do we break deal fatigue and regain leverage without killing the sale?

Question

Tyler Smith · Accepted Answer

Time kills all deals. Once exclusivity expires, the buyer holds leverage only if you act like you have nowhere else to go. You must regain control of the timeline immediately.

First, verify whether exclusivity has formally lapsed. If the sixty days passed without a written extension, you are operating on borrowed time. Do not grant an open-ended extension. Provide a short, written extension of two weeks at most, contingent on the delivery of complete, marked-up transaction documents from buyer legal counsel within five business days.

Second, establish a closing checklist with hard calendar dates tied directly to specific deliverables. Use your weekly Level 10 Meeting rhythm to manage your internal deal team. Create a dedicated scorecard tracking data room requests, buyer document turnarounds, and third-party reports. If the buyer misses milestone dates without justifiable cause, issue a formal written notice reminding them that exclusivity is expiring and your board will re-engage secondary suitors.

Third, refuse piecemeal re-trading requests. When a buyer uses normal operational variances to chip away at the headline price, bring all their requested purchase price adjustments into one formal conversation. Require their investment committee or lead principal to state their final, all-inclusive position on price, indemnity caps, and working capital peg simultaneously.

If the buyer continues to slow-walk the process, let exclusivity terminate. Keep your operating engine healthy and your team executing on quarterly Rocks. Buyers who smell desperation push harder; buyers who see an autonomous business ready to walk away will finish the deal or get out of the way.