Repricing or potential structure change discussion
October 21, 2022
by a searcher from University of California, Los Angeles - UCLA Anderson School of Management in Dove Canyon, Rancho Santa Margarita, CA 92679, USA
When is a good time to bring up potential repricing or potential structure change post LOI? During diligence it looks like TTM profitability is down due to margin compression (company appears to be slow to pass on cost to customers with increasing COGS due to supply chain issues)
in Boston, MA, USA
For example, if you have a Phase 1 QoE report, as soon as you're confident your accounting firm has done it correctly, I'd raise the issue ASAP. The longer you wait, the more you risk a seller's emotions getting even higher. And the more you risk having expended your own money on lawyers, accountants, etc. on a deal that's going to die if this issue proves insurmountable.
While emotions can run high and the seller's as likely as not to accuse you of "re trading," or "acting in bad faith," so long as you keep your own emotions in check and refer back to your LOI (which presumably said something to the effect of "I value the business at X multiple of TTM EBITDA"), you should be able to keep tempers from flaring too much. Still a difficult situation, though! Keep an open mind and open ears, and be willing to entertain structures that work for both of you. It's unlikely to be as simple as "EBITDA dropped by Y%, so offer price drops by exactly that amount."
Good luck!