Close-probability and post-LOI value compression in lower-middle-market transactions
Published June 2026 · Cordis Institute
Ask a founder which of two offers is better and the answer is almost always the bigger one. It is a fair instinct: the headline is the one number you can read without a lawyer. But a signed letter of intent is not a price. It is a forecast that the buyer who wrote it will still be there, at that number, several months later. Often they are not. Close to a third of sell-side engagements end without a deal at all, and the ones that close are routinely revised down through working-capital adjustments, escrows, and earnouts. The gap between the headline you were quoted and the value you actually realize is what this paper names the Deal Certainty Discount, and the practical response is to rank offers by what is likely to survive rather than by what is promised.
A signed letter of intent is a probability-weighted number, not a price. In a thin process the highest headline is frequently the least certain, and a seller who ranks by headline rather than by expected realized value can choose wrongly.
By the Numbers
Engagements, No Deal
1 in 3
Sell-side engagements ending without a transaction. Pepperdine PCMR 2025.
PPA Prevalence
90%+
Private-target deals with working-capital adjustments. SRS Acquiom 2025.
Earnout Realized
~21c
Per dollar of face, across private-target deals.
Exclusivity
45-90d
No-shop window, lengthening since 2021.
The Model
E[V] = (1 - q) x H x (1 - c)
Expected realized value equals the probability of closing, times the headline H, times the share that survives post-signing revision. The gap between H and E[V] is the Deal Certainty Discount.
Four Takeaways
01
The letter of intent is not the deal.
A signed LOI is non-binding, and a material share of signed letters never reach close. The no-shop period it imposes, commonly 45 to 90 days, removes the seller's alternative during exactly the window in which price is most exposed to revision.
02
A headline is a probability-weighted number.
Expected realized value equals the headline times the probability of closing times one minus the expected post-signing compression. The gap between the headline and that value is the Deal Certainty Discount.
03
Aggressiveness and certainty pull apart.
Higher, more aggressive offers tend to win the bid and exclusivity, but winning the letter is not closing it. In a thin process the bid written to win is disproportionately the one that later fails or re-trades.
04
The tax is levied twice.
Buyer-lane divergence sets the number before the letter is signed (WP-002). Close-probability and post-signing revision set how much of that number survives. Two stages, two different fixes.
Related Papers
The Deal Certainty Discount is the execution-stage half of a two-stage framework. Cordis Institute Working Paper WP-001, The Preparation Gap in Early 2026, measured the total founder-to-close gap. WP-002, The Buyer Lane Preparation Map, attributed part of that gap to buyer-lane divergence settled before the letter is signed. WP-003 describes the part that forms after signing.
Source · SRS Acquiom 2025 (Working Capital Purchase Price Adjustment Study; M&A Claims Insights); Pepperdine Private Capital Markets Report 2025; Boone, De Maeseneire, Dereeper, Luypaert and Nguyen 2024; Goodwin 2023, 2025; Cordis Institute WP-001 (SSRN 6515478) and WP-002 (SSRN 6735844).
Cite as: Cordis Institute (2026). The Deal Certainty Discount: Close-Probability and Post-LOI Value Compression in Lower-Middle-Market Transactions. Cordis Institute Working Paper WP-003.
The peer-reviewed SSRN edition is forthcoming. A direct SSRN link will be added here once the DOI issues.