Is it bad faith to submit an LOI without revealing all your findings that would affect price?

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January 16, 2026

by a searcher from New Mexico State University in Albuquerque, NM, USA

When considering an LOI, is it better to submit with a higher asking price and hold back on certain findings that would lower the EV until in full due diligence? On many deals, I have identified material discrepancies (most would cut the SDE in half or more) that I am reviewing before the LOI stage. Not just aggressive add backs, but straight up differences in tax returns and financial statements, bad accounting practices, etc. Up to now I brought these discrepancies with clarifying questions. But often I get ghosted when asking (I think brokers/owners are hoping that a "greater fool" will come along). Is it bad faith to submit an LOI without revealing all your findings and with the knowledge that I am going to challenge the asking price during due diligence? Or do folks here craft LOI terms that foreshadow the adjustments that are coming (e.g. "...subject to confirming tax statements match financial statements, etc.) And if you are holding back, what are the levers you keep in your back pocket like: - Identifying aggressive add-backs you'll challenge - Finding P&L/tax return discrepancies you'll need explained - Spotting revenue recognition issues or timing differences - Seeing depreciation or capitalization questions - Identifying unaccounted write offs in AR that inflates accrued revenue - Hybrid accounting (accrual income, cash expenses) Corey
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commentor profile
Reply by a professional
in Atlanta, GA, USA
My view is that it’s not bad faith to submit an LOI without disclosing every finding, as long as the LOI price reflects a good-faith estimate of value subject to verification. An LOI is inherently conditional, and sellers understand that diligence exists to validate (or correct) broker-prepared numbers. Where it crosses into bad faith is submitting a price you already know is unsupportable, purely to win exclusivity with the intention of a large retrade.
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Reply by an intermediary
from The University of North Dakota in Minneapolis, MN, USA
Yeah, I think it is bad faith. re-trading the deal even if it is fully warranted is an up hill battle. One option you could structure your LOI as 4x GAAP adjusted EBITDA against trailing twelve months for the period ending one month prior to close. This way the seller get's credit for any growth during during due diligence and the purchase price is adjusted for any QofE findings.
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