How do I manage deal fatigue during a long business sale?

BDC says the transaction itself takes months, and you keep running the business throughout. It says many owners expect tense, last-minute negotiations, but that the gap between first offer and final price is often narrower and more predictable when the seller is well prepared, and calls thorough preparation the best way to ensure a smooth transaction.

Know the stages before you start

BDC says negotiation occurs in several stages, increasing in detail. First comes a non-binding letter of intent with the proposed purchase price, key terms and an exclusivity period for due diligence. Then due diligence, where it says the most significant price adjustments often happen. Last come the representations, indemnities, closing conditions and post-closing adjustments. Plan your time for each stage, including the later legal ones.

Set the timetable in the letter of intent

BDC lists the duration of exclusivity among the points a letter of intent can set, and says the letter is not intended to be fully binding unless it expressly says otherwise. Where it so provides, it creates binding obligations, particularly for confidentiality and exclusivity, and BDC adds that it can still carry legal weight. Ask your lawyer what the exclusivity period is, what happens if it expires, and what milestones you expect from the buyer.

Share the workload

BDC says a seller will have a lawyer, an accounting firm and sometimes a tax specialist throughout the process to answer questions and advise. It adds that an accountant helps prepare financial statements and other documents buyers ask for in due diligence. Route buyer requests through one person and keep a single running list of what has been asked, so you are not answering the same question twice.

Decide what you will not trade

Before the price talks, write down the terms that matter most to you. They might be the price, how much is paid at closing, how long you stay exposed to claims, or what happens to your employees. BDC notes that an owner’s emotional connection to the business can cloud their perception of its value. Keep the list in front of you when late requests come in. If a lease is still open, also read how to handle a lease renewal before selling.