Deal StructureNegotiation & Leverage
Re-Trade
Also known as: Price adjustment, post-LOI adjustment, deal reset
A post-LOI reduction in deal terms — typically after months of diligence have eliminated the seller's competitive alternatives. The buyer adjusts the price downward knowing the seller is unlikely to walk away.
WHY IT MATTERS
A re-trade happens after the LOI is signed, after months of diligence, after the seller has spent legal fees, after competitive alternatives have been eliminated by exclusivity. The buyer adjusts the price downward — not because they found a single catastrophic problem, but because the accumulated weight of diligence findings gives them the leverage to ask for more. The seller is now in the worst negotiating position of the entire process: they've invested time and money, they've stopped talking to other buyers, and their emotional commitment to closing the deal is at its peak. Walking away means starting over from zero. The buyer knows this. The re-trade is usually framed as reasonable — a response to what diligence uncovered. But the timing is the mechanism. A $2.3M re-trade at the end of a six-month process, after legal fees and opportunity cost, is a different calculation than a $2.3M adjustment proposed in the first week. Founders who maintain competitive tension longer, negotiate tighter exclusivity windows, and resolve diligence issues before going to market reduce the re-trade because the buyer has less leverage and fewer findings to justify it.