Your experience with a difficult seller

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March 01, 2026

by a searcher from Carnegie Mellon University in Denver, CO, USA

My seller is demanding an unconventional and highly restrictive process and it's giving me hesitations to move forward and protect my time. Here are a few red flags: - He is operating without a broker and is asking for a 5x multiple on a $500k SDE business. The seller paid himself $300k every year, but the $200k of add-backs are questionable. - He initially refused to provide tax returns, bank statements, and legal docs until a Purchase Agreement (PA) was signed. I negotiated this down to post-LOI, but the initial hesitation is concerning. - He is asking we use his LOI template (which will require heavy redlining) and states he'll draft the initial Purchase Agreement for buyers to redline. - His LOI is heavily skewed in his favor. It demands paid training from Day 1, just two-years of non-compete, and prohibits the review of vendor, customer, or employee contracts during Due Diligence. - To my knowledge, no Buyer has yet to talk to the Seller yet, and will only get to talk to the seller post signed LOI. What's your experience dealing with a seller like this? Just from how he laid out the purchase process, he could be a good business owner and operates his business well, but I can also see him being a huge pain throughout the sales process.
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Reply by a searcher
from University of Pennsylvania in Austin, TX, USA
Based on what you've described, there is no chance this deal is going to happen. Save yourself time and frustration and walk away. Maybe after he's had a few other buyers walk away, he'll come back to you once he's gotten educated the hard way.
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Reply by a searcher
from University of Pennsylvania in Reston, VA, USA
I see at least three separate reasons here to walk away. But with all of these factors in the same deal?!? Run do not walk.
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