M&A is a potent tool for achieving your goals in the industry, whether you are buying, selling, or merging. The right deal can secure your financial future, expand your business, preserve your company’s legacy, and create exciting opportunities for your team. If you are interested in selling, there’s a hidden danger lurking in the process, one that even experienced owners underestimate: taking your foot off the gas pedal before the deal closes.

Let’s unpack why this is so critical, and how you can avoid the trap of deal fatigue that threatens value at the worst possible moment.

Deal Fatigue Is Real, and Dangerous

Make no mistake: sell-side M&A is demanding. Even with an advisor guiding you through the process, owners and key executives are still pulled into meetings, diligence calls, and financial reviews.
This extra time commitment, on top of running the business, contrasted with how close you can feel to the finish line creates deal fatigue. Fatigue leads to distraction, distraction leads to operational slippage, and slippage shows up in monthly financials just when buyers are scrutinizing them most closely.
Depending on the terms of the LOI, and if the change in EBITDA is material enough, this is the moment when slipping margins can cause a buyer to:

●    Rightfully update the value of the offer to reflect the current EBITDA at the same multiple or potentially move some of the value to an earnout. 

●    Delay closing

●    Walk away entirely

There are vagaries in any business, and these trends can materialize at the worst moment. Whatever the case, a seasoned M&A advisor will know how to navigate these rough waters to the best possible outcome given the scenario.
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How to Keep Momentum Through Closing

1.    Lean on Your Advisor – They are there to keep the process organized and buyers informed. Offload everything you can.

2.    Protect Your Calendar – Designate who handles diligence requests internally so you can focus on billable work, business development, and operational oversight.

3.    Empower Your Team – Delegate day-to-day responsibilities ahead of time where possible and trust your leaders to execute.

4.    Stay Close to Backlog – Monitor pipeline health and win rates. Address any risk to revenue head-on before buyers ask.

5.    Take Care of Yourself – Fatigue isn’t just operational, it’s mental. A clear head helps you stay decisive when negotiating final terms.


The Finish Line Is The Bottom Line

The last 90 days of a sell-side process are the most valuable 90 days you’ll ever work. The finish line is in sight, but this is not the moment to let performance sag despite the intensity of the due diligence period and the requirements it entails.

The most successful sellers that PSMJ has worked with started preparing for this process years before they even began investigating selling. These owners have built a firm with an effective strategic plan, with investment in their management team’s leadership, and with their eventual exit in mind. 

Are you ready? PSMJ’s M&A Advisory and Ownership Transition practice has helped thousands of AEC firm owners find, structure, and execute their M&A and Ownership strategies with lasting results. Whether you’re looking to expand your firm with an acquisition, plan your exit strategy via internal or external sale, our bespoke approach is built around you and your goals. PSMJ’s award winning team of experts is here for you every step of the way.

Learn more about PSMJ’s M&A advisory services here.