How to Stop Getting Your Letter of Intent Rejected: The “MAFIA” Framework for Business Buyers

If you’ve been putting in offers to buy a business and getting ghosted—or worse, outright rejected—you’re not alone. As a deal attorney who helps people buy and sell businesses every day, I’ve seen one letter of intent (LOI) after another get tossed aside for completely avoidable reasons.

So let’s fix that.

Whether you're buying your first firm or adding to an existing portfolio, you need to approach pricing with a strategy. That's where my simple acronym comes in: MAFIA. Because frankly, nobody knows how to run a tight business deal like the mafia.

Here’s how to avoid the five biggest pitfalls in pricing your next deal.

M – Market Demand

Before you get cute with pricing, understand the temperature of the market. Is it a buyer’s market or a seller’s market in your niche?
For example, accounting firms typically see strong demand in spring, but by December, it's a buyer’s playground.

Understand what other buyers are likely to offer, how competitive your target is, and what leverage you actually have. Without this, you're throwing darts in the dark.

A – Adjusted EBITDA

Don't just look at raw profit numbers. Adjust for seller discretionary earnings and think through what that looks like for you. Are you stepping in as owner-operator, or hiring one? That decision dramatically affects profit and, by extension, what your offer should look like.

F – Financing Realities

This one trips up more people than I can count. Do not offer more than you can actually finance.

If you’re using an SBA 7(a) loan—and most buyers under $5 million are—the bank is going to underwrite based on historical cash flow, not vibes or projections. And banks don’t care about your dreams. Their best-case scenario is getting their money back with interest. So vet your offer with your lender before submitting it.

Also, no, you’re probably not getting 100 percent seller financing. That’s not a strategy. That’s a fantasy.

I – Industry Multiples

If you don’t know what businesses in your target industry are trading for, pause and do your homework. Seriously.

Look at the NAICS code. Dig into market comps. Know whether your target is trading at 3x SDE, 7x EBITDA, or somewhere in between. And please—for the love of all things legally binding—tie your offer to that multiple. This allows flexibility if diligence reveals different profit levels than expected.

A – Asking Price (The One Most People Ignore)

Here’s the one buyers ignore all the time: What does the seller actually want?

Not just the number—but their priorities. Do they want to lease the office space back to you? Keep their team employed? Preserve client relationships? Address that in your LOI.

Refer to their own language if you’ve had conversations. Show that you listened. Because if your letter ignores what the seller cares about, you’re wasting everyone’s time.

Final Thoughts

You can’t control the entire M&A process, but you can control how strategic your offer is. Think like the mafia: understand the ecosystem, respect the power dynamics, and never show up to the table empty-handed.

Want help building your deal instincts? Check out the courses at DealAcademy.org. You’ll go from guesswork to game plan in no time.

Here’s to smarter offers that actually get accepted.