Retrading should be viewed as a very unfavorable concept.
A retrading is a LOWERING of an offer price by the buyer after a Letter of Intent (LOI) has been executed.
The primary fundamental is that the sales price offer should be a good faith legitimate offer from the buyer at the point of the LOI. The seller must be able to rely upon it. In exchange, the seller takes the company off the market and grants an exclusive period of time for the buyer to complete their diligence review and advance the transactional process towards closing.
Once again, this is where a very strong advisor is essential. A key role of advisors is to evaluate buyers and the quality of their offers.
There are plenty of illicit buyers that will offer 16,000,000 when they only intend to ultimately pay 12,000,000. If market value is 14,000,000, they will command the process with an offer 2,000,000 over market and the seller will get too happy.
Remember, almost all LOI’s are NON-BINDING. The leverage switches to the buyer once the seller grants exclusivity.
A deceitful buyer will start finding “value reducing conditions” during due diligence and they will lower their price with each declaration.
This process is completely avoidable with a strong advisor that clearly defines that retrading is completely unacceptable. That standard must be set long before the LOI is executed.
Corrections are a legitimate exception. I had a client that days before closing said “we should have told you that we owe the Department of Labor 300,000 for overtime payments and penalties”. I looked them right in the eye and said “this 300.000 will come out of your sales price. This has nothing to do with the buyer.” That is not retrading.
The goal is to reach a sales price in good faith and then deliver a company that is worth that much.