It is the question that haunts the quiet hours of a deal, usually occurring somewhere between the signing of the Letter of Intent (LOI) and the final descent into the abyss of due diligence. We speak the number to our spouses, our brothers, and our heirs because the human mind is fundamentally incapable of viewing a signed document as a mere invitation to further scrutiny.

We view it as a trophy. But the LOI is a psychological trap, for it transmutes a conditional possibility into a perceived certainty at the exact moment the seller’s leverage begins to evaporate.

The Asset-Self Illusion

To understand the mechanics of this failure, one must first define the “Asset-Self Illusion.” This is the cognitive state in which an owner conflates the valuation of their business with their own personal worth and future security. When a buyer puts a number on paper, the seller does not see a “subject to” clause; they see the house in the mountains, the tuition for the grandkids, and the long-delayed exit from the daily grind of the flight line.

The document was a cold dissection of his life’s work. It raised environmental questions about the 1980s fuel farm, noted a hangar lease with an unexercised renewal option that created “uncertainty,” and pointed to a slightly soft second quarter. At the bottom of the page was the “adjustment”-a seven-figure haircut to the price they had toasted with expensive Scotch six weeks ago.

The price was never Glenn’s, yet he felt its loss as acutely as if someone had reached into his bank account and deleted the digits. He had already told his wife, Sarah, what the sale would mean. He had walked his brother through the math of their shared legacy. Now, he was defending a ghost.

The “Epi-tome” of Misalignment

I spent years of my life pronouncing the word “epitome” as “epi-tome” in my head. I saw it in books, assigned it a sound based on its spelling, and carried that silent error for nearly two decades until I finally said it out loud in a room full of people who knew better. The shame wasn’t in the word itself, but in the realization that I had built an entire internal vocabulary on a foundation that didn’t actually exist.

Selling a business is the “epi-tome” of this misalignment. We build a vocabulary of “wealth” and “exit” around an LOI price, only to find out during diligence that the buyer was using a different dictionary entirely.

Exclusivity as a Tactical Weapon

Exclusivity is a weapon, for it creates a vacuum where competition used to exist. Let us define “Exclusivity” as the legal prohibition of a seller from entertaining alternative offers for a fixed duration. This period is the “danger zone” of any transaction.

This is why the “retrade” is so effective. A retrade is the reduction of an agreed-upon purchase price following the discovery of “new” information. Buyers often use the fuel farm or an aging lease as the lever. These are rarely “surprises” to the buyer; they are calculated discoveries held in reserve until the seller has mentally moved into their post-sale life.

Once you have “spent” the money in your mind, you will fight harder to keep 90% of it than you would have fought to get 110% of it at the start. This is classic loss aversion, and the structure of the M&A process is designed to exploit it.

I used to think that due diligence was a neutral investigation-a simple checking of the boxes to ensure the “epi-tome” of the deal was sound. I was wrong. Diligence is an interrogation of value. It is a search for reasons to pay less. If you enter that phase with a number that is “fragile”-meaning it was reached through a process that didn’t survive a rigorous internal audit before the LOI-you are handing the buyer the tools to dismantle your future.

The mistake Glenn made was not in having an old fuel farm. The mistake was in accepting an LOI price that hadn’t been “pre-diligent.” He treated the buyer’s initial offer as a destination rather than a starting point. To avoid this, an owner must work with advisors who treat the valuation as something that must be defended before it is ever presented.

A professional advisory firm like

Griffin Towers

understands that a “competitive process” is not just about getting the highest number on a piece of paper; it is about getting a number that is built to survive the scrutiny of a billion-dollar private equity fund or a strategic consolidator.

They run the “interrogation” themselves, long before the buyer ever sees the data room. If there is an issue with the 1980s fuel farm, it should be priced in or mitigated on Day 1, not discovered on Day 41.

We often forget that the buyer is a professional buyer, while the seller is usually a one-time seller. This asymmetry of experience is where the value leaks out. The buyer has seen a thousand fuel farms and a thousand lease renewals. They know that by Day 45, the seller is exhausted, the staff is whispering, and the “deal fever” has reached a breaking point. They know that the seller has likely already started planning the retirement party.

When you defend a number that was never really yours, you are negotiating from a position of emotional debt. You are trying to “buy back” the future you already promised to your family. This is why the best deals are often the ones where the seller remains “transactionally detached.”

Detach the asset from the self. Define the “Floor” before you ever see the “Ceiling.”

Glenn Archer eventually closed his deal, but not for the number he told his kids. He settled for 12% less because the thought of starting over-of reopening the books, of telling Sarah that the mountain house would have to wait, of re-engaging with the “second-highest” bidders who had long since moved on-was too much to bear. He didn’t sell his business; he surrendered it to his own expectations.

The fuel farm was always there. The lease issue was always there. The only thing that changed between Day 1 and Day 41 was Glenn’s belief that he had already won.

Next time you find yourself looking at a Letter of Intent, remember that the ink is not just a signature; it is a shield. If you haven’t tested the strength of that shield through a rigorous, professional valuation and a structured competitive process, do not tell your children the number. Do not buy the boat. Do not pronounce the “epi-tome” of your success until the wire transfer hits the account.

“The reality of the hangar is more important than the promise of the paper.”

The fuel farm is the ghost that haunts the number you already told your children.

In the end, the process rewards those who see the LOI for what it is: a license to hunt for the truth. If your truth is messy, the price will be messy. But if you have built a valuation that accounts for the pivots and the springs, you can stand in that law office on Day 41, watch the Bonanza lift off, and know that the number you are defending is actually yours to keep.

Admitting you were wrong about the “certainty” of a deal is the first step toward actually closing one. I finally learned how to say “epitome” correctly, but it took a lot of quiet correction. Your FBO sale shouldn’t have to be corrected in a room full of people who are looking to profit from your silence.