Deal Defense
Retrading & Transaction Pressure
Retrading and transaction pressure arise when price, structure or risk allocation changes after the initial economic agreement. The key question is whether the requested change follows new evidence and a quantified consequence or simply changing leverage.
Buyer lens
If diligence changes the facts, quantify the finding and make the requested economic change traceable to the evidence rather than relying on pressure or a generic discount.
Seller lens
Track what changed from the LOI, when it became knowable, whether the issue is counted elsewhere and how much cash, contingent value or risk is actually moving.
Why it matters
- Exclusivity can reduce seller alternatives while buyer diligence continues.
- Headline purchase price can remain unchanged while working capital, escrow, seller notes or earn-outs materially change economic consideration.
- A legitimate finding can still be over-quantified or double counted across multiple closing adjustments.
Evidence to reconcile
- LOI and original economic assumptions
- Diligence finding / change log
- Working-capital and debt-like schedules
- Consideration bridge: cash, escrow, notes, earn-out, rollover
- Evidence supporting each requested concession