We have signed a Letter of Intent, but now the buyer's due diligence team is trying to chip away at our valuation by raising minor operational issues. How do we use the Trust Creation Process to re-establish our positioning and stop this post-LOI price chipping?

Question

Tyler Smith · Accepted Answer

Post-LOI price chipping is a common tactic used by buyers to lower the purchase price once they have locked you into an exclusivity agreement. To stop this behavior and protect your valuation, you must use the Trust Creation Process to change the dynamic of the negotiation. First, listen closely to the buyer's operational concerns without getting defensive. Avoid the temptation to react emotionally or argue. Frame the conversation around shared success, acknowledging that both parties want a smooth, low-risk transition. Use Keith Cunningham's problem versus predicament framework to separate actual operational issues from normal business friction. If the buyer points to a minor operational issue, address it with complete transparency. Envision a shared solution by presenting historical data and weekly Scorecard trends that prove the issue is already being managed or resolved by your leadership team. Show them that your business operations are self-healing. Finally, commit to a clear, data-driven resolution but stand firm on your valuation. Let the buyer know that you negotiated the initial purchase price based on realistic projections, not perfection. If they continue to chip away at the price over minor details, be prepared to walk away from the deal. Demonstrating this high level of credibility and willingness to walk often forces the buyer to respect your boundaries and stick to the agreed terms.