Specialty service company · Seller · Post-LOI Deal Defense
The specialty service company seller knew the story. Buyers would still need records they could trust.
Published · Reviewed by The Diligence Standard Team · Updated
A seller preparing the specialty service company for market believed the business was ready for buyers. The value story began with $4.0M LOI purchase price. Then a likely buyer question exposed the gap: nominal purchase price decreased from $4.0M to $3.7M.
What was at stake
The seller needed the value of the business to survive scrutiny. If the records could not explain the issue, $760K shifted from immediate seller economics could become buyer leverage.
How the evidence changed the decision
The seller needed the story and the records to agree. The review connected signed LOI, buyer diligence findings and working-capital schedules, then traced the exceptions back to the operating claim instead of relying on another summary or screenshot.
The important moment was not a dramatic accusation. It was the point at which the records supported “$3.24M modeled immediate consideration” more clearly than “$4.0M LOI purchase price.” The seller could finally see what had changed and why it mattered.
Decision
The seller could now correct the records, explain the gap before buyers discovered it or adjust expectations. That protected credibility and reduced the chance that uncertainty would control the negotiation.
Evidence reviewed
- Signed LOI
- Buyer diligence findings
- Working-capital schedules
- Draft purchase agreement and consideration terms
This is a negotiation-analysis example, not legal advice or a representation that any term is recoverable.