OnwardLearn · Selling · Step 9. Prepare to close
Where deals fall apart
The short version
- Many sales that reach a signed [letter of intent](/learn/reference#letter-of-intent "The offer document. It sets out the price, the structure and the main terms, and starts diligence.") never close.
- The most common reason is a gap between what the seller wants and what the buyer will pay.
- Other common causes: problems found in due diligence, financing that falls through, results that slip and consents that never arrive.
- Most of these can be prevented, or at least spotted early.
- A sale that falls apart is not the end. Many owners go on to sell to another buyer.
How often it happens
In Pepperdine's 2026 survey, investment bankers reported that a median of about a third of the sale processes they worked on ended without a sale. The most common reason was a gap in value between seller and buyer. The most common size of that gap was only 11 to 20 percent.
Those were mostly larger sales than most owners make. The patterns are similar in smaller sales.
The most common causes
A gap in price. The seller's expectations and the buyer's offer never meet, or the buyer lowers the price late and the seller refuses. Lessons 3.1 and 3.6 cover realistic pricing.
Problems found in due diligence. Earnings that do not hold up, a lost customer or an undisclosed issue. Lessons 6.4 and 9.1 cover disclosure and diligence.
Financing. The buyer's loan is not approved, or the lender's valuation comes in low. Lessons 7.3 and 9.3 cover screening buyers and the lender's review.
Results slip. The business weakens during the sale. Lesson 9.2 covers this.
Consents that never arrive. A landlord, a key customer or a licensing agency does not approve the transfer. Lesson 5.6 covers this.
The seller changes their mind. Some owners reach the end and are not ready to let go. Lesson 4.9 covers timing.
How to protect your sale
- Price the business realistically from the start.
- Screen buyers for their ability to pay.
- Disclose weaknesses early and in writing.
- Have your data room ready before the letter of intent.
- Identify needed consents early.
- Keep the business strong until closing.
- Stay in contact with your second-best buyer, where you can.
If your sale falls apart
It is disappointing, and it is common. Find out why, fix what you can and go back to market. Buyers who looked before may return.
Take this to your own people
The questions for this topic, for your attorney, your accountant or your lender.
- For a broker or advisor: "Where is my sale most likely to fall apart, and what can we do about it now?" Listen for: specific risks in your deal, with a step for each.
- For a broker or advisor: "If this buyer walks away, who else could we go back to?" Listen for: other buyers who showed real interest, and how to reach them.
Figures from Pepperdine Private Capital Markets Report, 2026. Benchmarks describe what happened in other sales. They do not predict yours.
When you’re ready
How a sale actually happens, in plain language — before you decide anything. Make a free account — nothing is shared