tyler-smith.com · Questions & Answers

We have signed an LOI with a strategic buyer who is dragging out the confirmatory diligence process to test our patience and grind down our price. How do we keep the momentum high and force them to stick to the original closing timeline?

Strategic buyers often use slow-rolling diligence as a psychological tactic to wear you down, hoping that operational fatigue will make you accept a lower purchase price at the finish line. To combat this, you must run your transaction like an EOS® registry of Rocks with strict accountability. Establish a dedicated integration and transaction team separate from your daily leadership team. Your Chief Operating Officer or Integrator should own the diligence pipeline, leaving the rest of your leaders focused on hitting their weekly scorecard numbers and quarterly goals. This division of labor prevents the performance dips that buyers use to justify price adjustments. Set a firm schedule of weekly stand-up meetings specifically for the deal, and require the buyer to submit a master diligence checklist with clear, locked deadlines. If the buyer misses key milestones, politely but firmly remind them that the exclusivity period will not be extended. You must maintain the leverage. Show the buyer that your business is running on a highly structured cadence. When they see your team maintaining operational excellence and hitting every target during a stressful transaction process, they realize that you do not need to sell, which forces them to respect the timeline and preserve your original valuation.

Category: Valuation & Deal Structure

← All questions