The LOI negotiation process

A 3-step process for the three-conversation framework.

• Conversation 1: Presentation Walk the seller through your LOI reasoning like you would explain a term sheet to a business partner. Start with price and structure, and explain the logic in plain English. Tie each element to something specific: if there is an earnout, ex (Conversation 1)
• Conversation 2: Negotiation Let the seller talk first. Understand what is driving their pushback before you respond. Most pushback falls into predictable categories. Handle each with a specific approach rather than a general concession. (Conversation 2)
• Conversation 3: Closing Restate the final terms in plain language so there is no ambiguity. Confirm exclusivity starts on signature, and confirm the extension clause. Review the deliverables list and deadlines so the seller knows what comes next. Then use DocuSign (Conversation 3)

• Presentation transforms Negotiation: Step 1 naturally follows from the prior action.
• Negotiation transforms Closing: Step 2 naturally follows from the prior action.

Connectivity map for how to handle the three most common pushbacks

• 2.3 Concept: How to handle the three most common pushbacks The core concept in loi negotiation
• If They Say Another Buyer Offere: If they say another buyer offered more Do not chase the headline number. Ask about the structure and certainty. How much is cash at close versus contingent? What is their financing situation? What is their timeline? Do they want exclusivity or are they still running a process? I (A competing LOI at a higher number that is 60% earnout and r)
• If They Say No Earnout: If they say no earnout Clarify what specifically they dislike. Is it the complexity, the loss of control, or the feeling that they are being evaluated after close? Keep the protection but simplify the design: one metric, a shorter window, clear reporting, and a h (Sellers who want no earnout often want certainty more than t)
• If They Say They Want To Exit Fa: If they say they want to exit faster Adjust the shape of the transition without increasing your risk. Reduce weekly hours, move to advisory sooner, or shift to milestone-based involvement rather than time-based involvement. Make sure there is still enough structured involvemen

• How to handle the three most common pushbacks feeds If they say another buyer offered more: If they say another buyer offered more supports how to handle the three most common pushbacks.
• How to handle the three most common pushbacks feeds If they say no earnout: If they say no earnout supports how to handle the three most common pushbacks.
• How to handle the three most common pushbacks feeds If they say they want to exit faster: If they say they want to exit faster supports how to handle the three most common pushbacks.

Decision gate for what to watch for during the negotiation. Proceed when: LOI is executed and exclusivity starts.

• Reconsider: Seller counters on one or two terms and the changes do not remove your core protection.
• Proceed: LOI is executed and exclusivity starts.
• Walk: Seller will not sign, keeps shopping the LOI, or demands terms that eliminate your protection.
• Reconsider: Seller counters on one or two terms and the changes do not remove your core protection.