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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Reply by a searcher
from The University of Michigan in Downingtown, PA, USA
You only know what you know pre LOI. If there is something material present in the information you have then that should be reflected in the LOI. QofE, legal, operational due diligence will uncover other potential concerns. You want to avoid a retrade at all costs in my opinion. Think how the seller will feel if you provided an LOI and try to retrade on items well known before diligence. Might just kill the deal and the relationship you built with the seller.
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Reply by a searcher
from New Mexico State University in Albuquerque, NM, USA
One concern is lowering the likelyhood of a successful close, thus burning deal prep expenses...unless there is a way to get the buyer to share the risk?
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