tyler-smith.com · Questions & Answers

We signed our Letter of Intent, but we are terrified the buyer will use a minor dip in our monthly performance to re-trade the purchase price before closing. How do we use our weekly Scorecard and operational velocity metrics to proactively neutralize a buyer's re-trade attempt?

A re-trade occurs when a buyer uses the exclusive diligence window to claw back the purchase price, usually citing a brief slowdown in your monthly financial statements. To neutralize this threat, you must shift the buyer's focus from lagging financial indicators to leading operational indicators. Monthly financial statements are historical, but your weekly Scorecard represents the real-time operational velocity of your business.

During due diligence, establish a weekly cadence where you share a subset of your Scorecard metrics with the buyer. Select thirteen-week trend lines that demonstrate high operational predictability, such as customer acquisition velocity, client onboarding times, or utilization rates. By showing the buyer that your leading indicators remain steady or are actively improving, you prove that any temporary dip in monthly cash collections is simply a timing issue rather than a structural decline in the business.

Furthermore, use your weekly Level 10 Meetings to keep your leadership team completely focused on their current quarter Rocks. When your team continues to hit their operational goals during diligence, it signals to the buyer that your organization runs on a disciplined operating system that does not depend on the owner's constant oversight. This level of operational tight-knittedness disarms the buyer's deal team. It shows them that your business is highly predictable, leaving them with no credible operational justification to demand a last-minute price reduction.

Category: Valuation & Deal Structure

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