How CRI M&A Protects Sellers from Buyer Retrading

Why Deal Experience and Process Control Protect Your Value

You’ve probably heard this story before:

A buyer makes a strong offer, due diligence begins, and then—just before closing—the buyer “discovers” an issue that wasn’t on their radar. Suddenly, they want to lower the price, change the structure, or add new conditions.

That’s buyer retrading.

It’s one of the most frustrating and costly experiences a seller can face.

At CRI M&A, we’ve seen it many times, and more importantly, we know how to prevent it.

Here’s how professional representation dramatically reduces retrade risk and protects your hard-earned value.

1. We Make the Numbers Bulletproof

The number-one trigger for retrading is weak or confusing financials.

We help sellers prepare before going to market with:

• Reviewed or audited financial statements

• Documented earnings before interest, taxes, depreciation, and amortization (EBITDA) adjustments

• Clean, defensible add-backs and normalization schedules

When buyers know your numbers are tight and verified, their leverage disappears. There’s simply no room to “find” surprise deductions later.

2. We Disclose Early and Control the Narrative

Buyers don’t like surprises—and they use them as justification to change terms.

That’s why we proactively address potential issues up front, such as customer concentration, pending disputes, or deferred maintenance. When framed properly and disclosed early, these become managed risks, not reasons to retrade.

We control the narrative before a buyer can distort it.

3. We Create a Story, Not Just a Spreadsheet

Our professionally written Confidential Information Memorandum (CIM) sets the foundation of the deal story—clearly outlining what you’ve built, how you operate, and what the opportunity looks like for a buyer.

By presenting a compelling and transparent narrative early, we establish credibility and anchor expectations around facts, not assumptions.

4. We Build Competitive Tension

Retrading thrives when a buyer thinks they’re your only option.

We run a structured, confidential process that engages multiple qualified buyers. When one buyer knows others are at the table, retrading becomes a high-risk move—they could lose the deal.

Competition is your best insurance policy against gamesmanship.

5. We Draft Tight LOIs

The Letter of Intent (LOI) is often where sellers unintentionally give away leverage.

We make sure your LOI includes:

• Clearly defined purchase price and structure

• Specific working capital targets

• Limited, well-defined contingencies

• Realistic due diligence timelines

A vague LOI is an open door to retrading. A tight one closes it.

6. We Keep Deal Momentum Strong

Time kills deals. The longer diligence drags, the more likely a buyer will push for changes.

We coordinate every step of the process: data rooms, Q&A, legal handoffs, and lender communication in order to maintain pace and pressure. Our goal is to keep the deal moving forward while keeping you focused on running your business.

7. We Push Back When Needed—Professionally

Retrading is a negotiation tactic. Our team knows when it’s legitimate and when it’s not.

Because we’ve negotiated hundreds of transactions, we recognize patterns quickly and respond strategically. We protect value without emotion, preserving relationships while maintaining your position.

Bottom Line: Retrading Thrives in Weak Deals

Buyers retrade when they sense opportunity: confusion, fatigue, poor preparation, or lack of representation.

That’s why clean data, clear communication, competitive tension, and expert guidance are your best defense.

At CRI M&A, we don’t just manage deals, we manage outcomes.

Thinking of Selling? Start Now.

If you’re considering a sale within the next one to three years, don’t wait until an offer appears to get professional support. The best defense against retrading starts long before due diligence.

Reach out to CRI M&A to discuss your goals and learn how our process protects your value—and your peace of mind.