Would you walk away or can I turn a seller's baggage into buyers leverage?

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June 03, 2026

by a searcher in Toronto, ON, Canada

Posting Anonymously to protect seller and broker relationships. I have connected with a sell-side broker on an opportunity that fits really nicely into my strike zone. As part of the first gating, I have submitted an EOI and I are waiting to hear back if we advance in the process. In the meantime, however, I have learned through other channels that this business has been on the market for about a year and another searcher went under LOI only to break off the transaction because of challenging dynamics with the seller -- I sense there was interpersonal issues but also a lack of responsiveness to questions through the broker channel and wasn't all that engaging once under LOI. If you were focused on this target, do you think this additional information would cause you to walk away or is there a way you'd try to leverage the information above to your own advantage (e.g., valuation, deal structuring, earn outs / etc.). Is there anything to arbitrage here or is being a difficult seller just par for the course in the ETA universe? I assumed it would be a more engaged seller since they've hired a broker but perhaps I'm too optimistic. The collective wisdom of the community is appreciated.
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