In December 2025, we presented a webinar on “What Killed Deals in 2025,” where we walked through real-world transactions that fell apart between LOI and Closing. We covered the most common deal killers we saw this year—including diligence surprises, lender retrades, seller issues, regulatory obstacles, and buyer missteps—and discussed practical strategies to help keep deals on track and improve the likelihood of a successful closing.
Question Timestamps
44:00: What do you see? Could you say more about kind of good faith—deposit earning, earnest money, deposit, breakup fees—anything where there is a financial penalty for a deal dying? How? Anything?
46:46: Is it common for sellers to share, or be willing to share, their operating agreements or shareholder agreements? And if so, at what point is it post—it’s post LOI—and yes, we’re going to have to see it. I mean, it seems like it will be a pretty key item that would need to be scrutinized, because there’s all kinds of stuff that could be in there.
47:34: I’ve heard from my lender that if the business isn’t reliant on the current location, current lease location, you can get a waiver on having a full-term lease agreement.
49:38: Are most buyers receiving updated monthly financials while under LOI through closing?
50:03: Do you guys have a checklist for pre-LOI information a buyer should gather prior to engaging with an attorney?
50:56: Good place to insert how you guys feel about when to engage with you, or whatever.
52:58: Any suggestions on how we could do a side deal of some sort so that the seller can keep 20% of the business? Now, with the SBA, with the new SOP by the SBA.
53:41: In my two years of searching, I’ve met only one or two sellers willing to introduce buyers—me, I guess—to key employees. How do you suggest raising this with sellers or brokers to get them on board with introducing before closing?
54:43: Are there techniques that can save a deal where earnings are poor or performance is declining? Or some sort of earn-out for the owner if the business does well—any tactics or techniques like that?
56:02: But why couldn’t, in an SBA context, it just be a very large seller note? Is a very large piece of the deal, and it’s forgivable, yeah?
56:39: You guys mentioned some litigation-prone industries. Can you rattle off a few examples?
57:41: What types of additional financing do you guys like when it comes to a deal that’s over the $5 million SBA cap with no real estate?
59:03: The seller will not provide IRS returns, tax returns. Have you ever closed a deal without tax returns?
59:51: How are working capital requirements negotiated pre-LOI or causing issues? And how does it cause issues between buyers and sellers?
1:02:19: And can you give an example or two of a framework that’s common in these deals?
1:04:17: Are there deals that die at the same rate across all industries, or are there industries where you see deals die more or less?
1:06:14: Do we have any sense of what January will be—Bill or James David—the topic for the next webinar?
If you need further assistance or are in the process of negotiating a letter of intent, contact us at info@barlowwilliams.law and we will be happy to discuss your situation.