By Brett Kaufman. 8 years using relationships to build sales pipelines, from political fundraising to a 7 figure business to running matchmaking for two communities. Over 1,000 introductions facilitated.

Seller rejected my LOI, what now? First find out which kind of no it was: price, terms, certainty of close, another buyer, or a seller who is not ready. Then make one move that fits it: revise once, hold your number in writing, or walk cleanly and stay the easy call if things change.

The broker calls Wednesday afternoon. “They’re going to pass.” You spent three weeks on the model, flew out to walk the shop floor, and had dinner with the owner. The LOI went over on Friday with a number you were proud of.

Now you have two bad instincts. Raise the number tonight, or go silent and lick your wounds. Both cost you. This page is the third option.

Why do sellers reject an LOI?

Usually for one of five reasons, and price is only one of them. A seller weighs the number, the structure, how sure they are you will close, what else is on the table, and whether they really want to sell yet. The broker knows which one it was. Ask.

Competition depends heavily on deal size. In the IBBA and M&A Source Market Pulse for Q2 2026, 87% of deals over $5 million attracted at least three offers, while deals under $500,000 frequently received just one or two. So on a larger deal, assume your LOI was compared against others. On a small one, the no is more likely about the seller than about a rival.

Seller rejected my LOI, what now? The decision table

This is the part that matters. Match the reason to the move. Each row has a text below.

The no was about	Your move	Revise?
Price, gap you can close	Revise once, with the reason	Yes, once
Price, gap beyond your walk away	Hold your number in writing	No
Terms: seller note, earnout, cash at close	Restructure, same value	Yes, structure only
Certainty: financing, track record	Send proof, not a new number	No
Another buyer	Thank them, ask to be the backup	No
Seller not ready	Stay in touch on a long clock	No

Never revise more than once on the same deal. A second and third bump teaches the seller that waiting earns money.

What should I text the broker after a rejection?

Every text below is under 40 words. Send it within a day.

The first question, before anything else:

[Name], appreciate the heads up on [Project Name]. Before we decide anything, was it the number, the structure, or something else? Want to understand it properly before we respond.

Price, a gap you can close:

[Name], we took another look at [Project Name]. We can get to [new number] with the [reason, for example the lease extension you confirmed]. That’s our best. Can you take it back to [Owner Name]?

Price, beyond your walk away:

[Name], our number on [Project Name] holds, mostly because of the customer concentration. If [Owner Name]’s view changes, we can still move fast. Thanks for running it straight.

Terms:

[Name], if the seller note was the issue on [Project Name], we can put more cash at close and shorten the note, same total value. Worth testing with [Owner Name]?

Certainty:

[Name], if close risk was the worry on [Project Name], here’s our lender’s support letter and a reference from [Advisor Name]. Same terms. Happy to get on a call with [Owner Name].

What if the seller picked another buyer?

Then this is not your rejection to fix. Thank the broker, say once that you would still close at your number, and ask to be the first call if their deal breaks. The full playbook, including what to say to the winning buyer, is in you lost the deal to another buyer, send these three texts today.

Deals under LOI do fall apart. When this one comes back, the broker calls whoever is recent and gracious. Read the deal came back to market, who knew first for the watch list that puts you first.

What if the seller is just not ready?

Then the no is about timing, and the move is a long clock. Some owners need to hear a real number once before they can sell. Text the broker every few weeks with a real reason, not a check in, and reach out directly only if the broker is fine with it.

[Name], no rush on [Project Name]. If [Owner Name] gets closer later this year, we’re still here at the same terms. Still buying [Industry] in the meantime, if you see anything similar.

How is this different from an LOI that fell through?

A rejected LOI never got signed. A fallen LOI was signed and died in diligence. If yours was signed, your relationship with the seller is deeper and the people to text are different. That case is covered in your LOI fell through, text these five people today.

The other brokers you went quiet on

While you wrote this LOI, every other broker and banker stopped hearing from you. A rejection is a natural moment to show up again, because you have a real update: you are back in market, and your buy box just got sharper.

[Name], the deal I was chasing didn’t come together. Back looking, [Industry], [EBITDA range], owner ready to step back. Anything crossing your desk I should see?

Here is how I would run it

The rejection is one conversation. What follows is five or six: the broker on this deal, the long clock on this seller, and every other intermediary you went dark on. Each needs the right text on the right day, and none of them will remind you.

I spent years running that kind of list by hand. In fundraising I raised $3M with a manual tracking system: I logged what each person told me and used it the next time. It worked and it was exhausting.

FRONT OF MIND keeps that list for you. It opens on your 10 minutes for today, and each person has one line saying why today: a follow up due, a pipeline deal quiet 7+ days, a broker going cold. Each draft is a text style message, 40 words max. Nothing sends without your tap, and it learns from your edits. Your contacts are encrypted. No one on our team looks at them.

For the full system, read deal flow for business buyers. Or start free with your first 25 contacts and see who comes up first.

See how it works