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  • Writer's pictureEric Williams

Time kills all deals

There's an old adage that "Time Kills All Deals."

As a business broker I've found this adage to be absolutely accurate. Whether you are a buyer or a seller, once you've decided you want to do a deal and have negotiated terms in a Letter of Intent (LOI), it is in your best interest to get it wrapped up as quickly as possible. If enough time goes by something will happen that will cause the deal to derail, no matter how motivated both parties appear to be.

Some of the things that can go wrong between LOI and Closing include:

  • Loss of a key client that makes the business less attractive

  • Litigation against either party that's not related to the transaction but causes a lack of interest in moving forward

  • An unexpected change in the market

  • A new technology or business emerges that threatens the business being acquired with obsolescence

  • Turnover of staff of either the buyer or seller that causes a loss of confidence in the ability to manage the business post acquisition

  • Death or disability of a principal in either party

  • A divorce of a principal

  • An unexpected personal financial hardship of a principal of either the buyer or seller

  • The buyer or seller becomes aware of an alternate more attractive opportunity that causes a loss of interest in completing a deal with you

  • An unexpected significant increase in business for the seller causing price expectations to increase and possibly reduce the desire to sell at any price

  • A law or regulatory change that creates uncertainty or diminishes the attractiveness of the business

  • A partnership or stockholder dispute for either the buyer or seller

  • A new advisor, attorney, business broker, or investment banker is relied upon who does not like the deal

  • A change in the way the business is being operated that causes the buyer to perceive the seller is not operating it in good faith

  • A significant change in inventory, A/R, A/P which not only changes the nature of the transaction but also is a red flag of changes to the business

Some business buyers and sellers have the attitude of "the deal will get done in its own natural time" - this type of Taoist philosophy may be great in many aspects of life, and if you look at things from a more metaphysical standpoint of "if it's meant to be it will happen, if not, then it won't" then this may be acceptable. If, on the other hand, you are committed to getting a deal done, it's a risky and imprudent attitude. My advice from a business broker's perspective: once you've decided to do a deal - do everything you can to complete it as quickly as possible. I'd offer an amended version of an old familiar saying to read: "There are only three things in life that are certain: death, taxes, and change."

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