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When the Deal Wobbles

Work this with the Deal Structure tool.

Read the Wobble Before You React

A price reduction request, a slipped closing date, and a week of silence are three different events wearing the same feeling. Most deals that close wobble at least once, so the first job is diagnosis, not reaction: a documented diligence finding is a repricing conversation, an open lender condition is a calendar problem, and a buyer who stops explaining is telling you about their commitment rather than their process. What follows depends entirely on which one you have.

The Retrade, From Your Side of the Table

When the buyer's quality-of-earnings work comes back lighter than the number you marketed, ask for the schedule before you answer the price. The honest test runs in both directions: the multiple the letter of intent priced, applied to the verified earnings, is the reduction a documented gap supports, and nothing about a gap justifies a lower multiple on top of it. A finding backed by documents deserves a price answer; a finding that is really a renegotiation deserves the original price and a shortened calendar. Concessions that are not dollars, the working-capital peg, transition scope, a slightly longer note, are usually cheaper than price and often what the buyer actually needs.

A Missed Deadline Is Information

SBA timelines slip for ordinary reasons, so a missed date is not by itself a dying deal. Ask which specific condition is still open and who is waiting on whom; a buyer who can name the open item and its owner is closing slowly, while a buyer who answers in generalities is keeping options. Trade extensions rather than granting them: a hard deposit, a defined new date, or exclusivity that lapses if the next milestone slips. Each extension you price keeps the calendar yours; each one you give free teaches the buyer the dates are decorative.

If the Buyer Walks

When it ends, settle the mechanics the same week: confirm the confidentiality agreement survives, resolve any deposit under its own terms, and get clarity on the diligence work product, because a quality-of-earnings report you paid half of can sometimes be re-used. Then run a one-hour postmortem while it is fresh, and be honest about which of the three killers it was: price, financing, or the fit between what you sold and what they thought they were buying. The answer decides whether you relist as-is, reprice, or fix something first.

Relisting Without the Scar

The next serious buyer will ask what happened, and the answer that works is one true sentence delivered without flinching, because a vague answer reads as damage. Keep the data room and the financial work current while you regroup; the second process moves faster than the first precisely because the documents already exist. A business that does not need to sell, and visibly ran well through the failed process, walks back into the market with its leverage intact, and more than a few owners get a better outcome the second time because the first process taught them what their deal actually looks like from the other side.

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