What if the buyer wants to change the terms after we sign the LOI?

A request to change the terms after a letter of intent is signed may be a fair response to something the buyer found, or it may be pressure. The first job is to learn which, and the second is to read what your letter says about changes.

What the letter may allow

Among the clauses BDC says a letter of intent may include is a price range for the acquisition that is subject to amendment, with the final price determined only once due diligence is complete. It says the letter is not intended to be fully binding unless expressly stipulated, and BDC’s guide to the steps of buying a business adds that the letter anchors the transaction terms to some degree. Read yours for those two features: what is stated as non-binding, and what is stated as binding.

Ask what the buyer found

BDC’s guidance for sellers says that buyers present findings that affect their valuation, which can lead to price changes or to deal terms such as holdbacks or funds in trust. Ask the buyer to name the finding, point to the document and say what number or term it changes. A change tied to a specific finding can be discussed. A change with no stated reason deserves a direct question.

Look at timing and exclusivity

BDC’s buyer guidance warns that a buyer who brings in a lawyer late can look as if they are trying to renegotiate the deal at the last minute, rather than discussing the issues earlier in the process. Check whether your exclusivity period is still running while the terms are reopened. If it is, ask your lawyer whether you can agree to extend it only in exchange for a firm answer on the revised terms.

Agree changes in writing

If you accept a change, record it as a signed amendment or in the purchase agreement, not in an email thread. If you do not, say so in writing and ask whether the buyer intends to proceed on the original terms.