We signed a Letter of Intent with a sixty-day exclusivity clause, but thirty days in, the buyer is slowing down communication and raising concerns about market softness. How do we manage the LOI to close window to stop deal fatigue and prevent a classic re-trade?

Question

Tyler Smith · Accepted Answer

Deal fatigue is the primary weapon buyers use to soften up a seller for a last-minute price reduction. Once you sign an exclusivity agreement, your leverage begins to decay because your competitors and secondary bidders are off the table. A disciplined operational cadence between LOI and closing is essential to maintain control.

Take specific steps to protect your position:

- Enforce diligence sprints tied to the calendar. Do not let diligence drift into open-ended questions. Establish a weekly tracker with the buyer's deal team where diligence requests are logged, assigned, and closed out. If they miss their own review deadlines, note the delay formally.
- Make exclusivity contingent on hard milestones. Your Letter of Intent should contain milestone checkpoints, such as completion of the QofE report by day thirty and delivery of the first draft purchase agreement by day thirty-five. If the buyer misses a milestone without a justified reason, you retain the contractual right to terminate exclusivity immediately.
- Keep your leadership team focused on quarterly Rocks. The fastest way to invite a re-trade is to let monthly operational numbers dip during diligence. Let your M&A attorney, CPA, and one designated deal point person handle data requests while the rest of the leadership team runs your Level 10 Meetings and hits their Scorecard metrics.
- Signal readiness to walk away. If the buyer brings up macro market softness that has nothing to do with your business performance, stop apologizing and remind them that your valuation is tied to actual company performance. Buyers re-trade sellers who seem desperate to cross the finish line; they respect sellers whose businesses continue to grow every single week diligence drags on.