So we're about 3 weeks into due diligence and the buyer keeps coming back with these 'small concerns' that are adding up to a 20% haircut on the offer. First it was customer concentration, then they nitpicked my addbacks, now they want me to eat the cost of a lease renewal that doesn't even happen until 2026. I want to push back without them walking. Has anyone been here? How do you hold the line without turning it into a pissing match?
Negotiation
Dealing with buyer pushback without killing the deal
20% is not a 'small concern.' That's a re-trade. Tell them to pound sand or at least pretend you will. Usually the fastest way to find out if they're serious.
The lease thing is weird. Are they asking you to escrow for it or just adjust purchase price? If it's the latter, that's nonsense.
We lost a deal because my partner got emotional during the pushback phase. Walked away over $50k on a $4M deal. Buyer came back two months later but by then we'd lost momentum and one key employee left. Sometimes eating a little is cheaper than being right.
@sprocket22 with respect that sounds like a different situation. OP is facing a pattern not a one-off.
Are you working with an M&A advisor or is this direct? Because if direct they'll keep chipping away. It's what buyers do. They're not your friends.
Here's what worked for me: I created a 'closed' list, and an 'open' list. Closed = stuff I won't move on. Open = items I can concede if they give me something back (longer transition, faster close, etc). Sounds like you're just reacting to each ask in isolation.
Also who cares about a 2026 lease renewal right now. Are they planning to not renew? Maybe they're just testing if you'll flinch. Small stuff is often just a flinch test.
Yeah fair enough. My situation was more about ego than pattern.
I'd be blunt with them: 'We're happy to discuss legitimate diligence findings. But reopening agreed-upon terms based on speculative future costs isn't productive. Let's confirm whether you're still committed to the LOI as signed.' Puts the ball in their court without slamming the door.
Also get your advisor to be the bad cop. You stay the reasonable seller. That's why you pay them
The lease ask was an escrow for the renewal cots. I told them no. They didn't walk but they did send another list. I like the idea of tying concessions to something I want. Faster close especially.
There you go. Give them a small win on something cheap and make them feel like they negotiated. Then hold firm on the big stuff.