177: Business Sale Due Diligence: Why Deals Fall Apart (Exit Series · Part 3 of 3)

from Grow With Purpose · host Joey Brannon

This is Part 3 of our 3-part Exit Series. In Episode 175, we discussed clarifying your motivation before going to market. In Episode 176, we explored financial readiness, valuation, and Quality of Earnings (QoE).In this episode, Joey Brannon and Cameron Earhart explain what happens after signing a Letter of Intent (LOI), when buyers begin due diligence and evaluate risk across financials, contracts, employees, operations, and legal exposure—and why preparation protects valuation and leverage once scrutiny begins.IN THIS EPISODE, YOU’LL LEARN:• What buyers evaluate during due diligence• Why retrading happens• How owner dependence affects valuation• Why seller hesitation causes deals to failLEADERSHIP GUIDE:･Episode 177 — Leadership GuideA guide to navigating due diligence and protecting valuation after an LOIRELATED EPISODES & LINKS:･Episode 175 — Why Most Business Exits Fail Before They Start (Exit Series · Part 1 of 3)･Episode 176 —Financial Readiness, Valuation & Buyer Trust (Exit Series · Part 2 of 3)･Purpose Driven Growth — Axis Outsourced AccountingCONNECT WITH AXIOM:･ Website･ LinkedIn･ Instagram･ Facebook･ YouTubeHELP US IMPROVE THE SHOW:📞 Have a question for the show? Email us at [email protected] AXIOM STRATEGIC:Axiom Strategic helps business owners and leaders build mission-driven businesses by aligning culture, leadership, operations, sales, and financials.

What this episode covers

In Part 3 of our Exit Series, Cameron Earhart and I break down what actually happens after a Letter of Intent (LOI) is signed — and why most business sale transactions fail during due diligence. We explain how buyers evaluate risk, what “deal fatigue” looks like, and why organization, documented systems, and management depth directly impact deal survivability. We also discuss retrading, legal structure considerations like indemnification exposure, key employee concentration, cultural evaluation, and the most common reason deals fall apart: seller cold feet. If you’re considering selling your business — now or years from now — this episode provides a realistic look at what due diligence feels like and how to prepare operationally, financially, legally, and personally so you don’t lose leverage late in the process.

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177: Business Sale Due Diligence: Why Deals Fall Apart (Exit Series · Part 3 of 3)

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This episode is 39 minutes long.

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This episode was published on February 25, 2026.

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