Is it bad faith to submit an LOI without revealing all your findings that would affect price?
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
from The University of Michigan in Downingtown, PA, USA
from New Mexico State University in Albuquerque, NM, USA