The #1 reason sellers get cold feet (and how to fix it)


The deal was solid.

Clean books. Bank pre-flighted. LOI signed.

You even had dinner with the seller and his wife.

But then…

The seller stopped responding.

Your diligence calls got rescheduled.

Suddenly he’s “thinking about holding onto it for a few more years.”

You didn’t miss a red flag in the P&L.

You missed it in his head.

Most deals don’t blow up because of financials.
They blow up because the seller isn’t emotionally ready to let go.

And no spreadsheet or SBA structure can fix that.


The Real Problem: You’re Buying a Business, They’re Selling a Legacy

When a seller exits, they don’t just lose income.

They lose:

  • Status
  • Relevance
  • Identity
  • A reason to get up in the morning

In their community, they’re the business owner.

In their family, the provider.

In their mind, somebody important.

Now they’re about to become a former somebody.

That’s a death of identity. And the brain fights back.

You’ll see it as:

  • Cold feet
  • Nitpicking details
  • Sudden price increases
  • “I just don’t know if now is the right time…”

But it’s not about the timing. It’s about who they’ll be after this deal closes.


Why the Typical Buyer Approach Fails

Most buyers try to push through.

They assume a signed LOI is the golden ticket.

They hit diligence hard. Press for timelines. Talk about “next steps.”

They think deal momentum is the solution.

But that speed? That pressure?

It makes the seller feel like the walls are closing in.

You’re pushing for a close.
They’re feeling the funeral for the life they’ve lived for 20 years.

When they flinch, most buyers do one of two things:

  1. Go harder. Send more data, logic, and urgency.
  2. Back away. Assume it’s a lost cause.

Both lose the deal.

Because you’re trying to solve an emotional crisis with transactional tools.


What the Smartest Buyers Do Instead

The 1% treat sellers like people, not puzzles.

They use negotiation psychology, seller profiling, and emotional intelligence.

Here’s how:

1. Profile the Seller First

Before you talk numbers, study who they are:

  • Do they thrive on control?
  • Are they status-driven?
  • Are they loyal to employees?

Your offer, your pace, your language - starting as early as your LOI, if possible - should reflect what they care about losing most.

Sellers don’t fear the deal.
They fear what life looks like after it.

2. Use Framing & Anchoring

(Kahneman & Tversky would approve)

Don’t focus on “what they’re giving up.”

Focus on:

  • “How much freedom you’ll gain.”
  • “How you’ll finally take a real vacation.”
  • “What you get to walk away with, tax-free.”

Sell the gain, not the loss.

3. Pre-Handle the Endowment Effect

Every seller overvalues their business.

It’s not greed. It’s identity.

They built this. They bled for it. They’ve owned it for decades.

Validate it.

Then anchor their expectations:

  • Market comps
  • Risk-adjusted return
  • “What a buyer like me would need to see…”

Never lead with data. Lead with empathy, then economics.

4. Trigger Reciprocity & Trust

(Cialdini & Malhotra tactics)

Give before you ask:

  • Offer transition flexibility (and pay them a fair price for compensation)
  • Praise the culture they’ve built
  • Be transparent about your intent
  • Offer "owner-like" perks (title, place to park their boat, important memberships)

People open up when they feel safe.

Sellers stay committed when they feel understood.

5. Paint the Post-Sale Future

Don’t just buy their past. Sell them on their next chapter:

  • Mentorship
  • Travel
  • Freedom
  • Legacy

The #1 fear isn’t that they’ll regret selling.

It’s that they’ll feel irrelevant afterward.

Give them a vision that makes closing feel like a beginning.

This is why connecting emotionally with the seller (ie not just on the basis of the deal) gives you such an edge.


Closing Files

You don’t need therapy skills.

But you do need deal psychology.

Because every deal is two journeys:
Yours toward ownershipTheirs toward letting go

When you manage both, you don’t just buy a business

You get the seller to help you close the deal.

That’s how the 1% win.

Stay sharp!

- Eric

Buyers Black Book

PS: Need help decoding your seller?

Download my Seller Readiness Checklist - prepared exclusively for Buyers Black Book readers. Just click the button below:

DISCLAIMER:

I am a lawyer but not your lawyer (unless we so happen to be working a deal together pursuant to a written engagement agreement). This newsletter is for educational and informational purposes only and nothing in this or any other issues is intended as legal or financial advice and cannot be relied on as such. Do your own diligence and consult with your own lawyer or financial advisor before taking any action on your deals. Nothing in this newsletter is intended to solicit your business in any way and should not be interpreted in any way as legal advertising.

This newsletter is wholly owned and operated by FTA Resources, LLC.

Copyright 2024, FTA Resources, LLC. All rights reserved.

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