A seller's attorney once told his client an SBA subordination agreement could just be waived. It can't. The bank's claim on the collateral has to sit ahead of the seller's note, and no version of an SBA deal skips it. The bank's senior VP had to get on the phone and walk the attorney through why. The seller, spooked, pulled the deal.
I spend a lot of time in the private Slack communities where searchers post their deals in real time, the good weeks and the bad ones. Buyers obsess over the seller and the broker for months. But the people who actually blow up a deal in the last 30 to 60 days are usually three people who were never in the room when the deal got struck: the seller's attorney, the landlord, and the buyer's own bank's closing team. None of them negotiated the price, but any one of them can stop the wire.
The seller's attorney
The subordination story above ended better than it started. The buyer drove out the next morning and sat down with the seller in person, just the two of them, no lawyers on the call. The deal came back to life.
But the terms shifted hard in the process: the seller ended up carrying almost the entire purchase price himself, on paper, instead of the mostly-cash deal they'd shaken hands on. He went from expecting a big wire to holding a note.
A legal scare at the finish line can rewrite the whole deal structure.
I've watched a second version of this play out on a different deal entirely. A buyer had built a creative, seller-heavy structure (deferred down payment, forgivable notes tied to future performance, a multi-year standby) to get the price a family wanted without taking on more debt than the business could carry.
The seller's attorney didn't look closely at any of it until a few days before signing, and then tried to claw most of it back. From what the buyer described, the lawyer had just never worked a deal shaped like this one, and unfamiliar reads as dangerous to someone billing by the hour to protect a client.
My own take, watching enough of these: get the seller's counsel looking at the structure 30 days out, not 3.
An attorney who's never touched an SBA deal will fight standby periods, forgivable notes, and deferred payments as if you invented them to trick his client, when they're standard. He just hasn't seen them before, and the finish line is a bad place to introduce someone to the format for the first time.
The landlord
Lease assignment is usually a hard closing gate: the landlord can withhold consent, demand a personal guarantee from you, or treat the assignment as a chance to renegotiate the rent from scratch. I've seen one close drag for weeks almost entirely on lease assignment, long after every other line item was done and everyone was just waiting on a signature that had nothing to do with the business itself.
The fix buyers keep repeating is simple: meet the landlord as early as the seller will let you, before it's a closing condition and while there's still time to fix a bad number if the rent moves.
The bank's closing team
The banker who wrote your term sheet and the closing department that actually processes the loan are often different people inside the same building, with different incentives. The term sheet person wants the deal to happen. The closing team wants a complete file, and they don't particularly care how long you spent getting the seller comfortable.
Buyers who've been burned here all say a version of the same thing: send drafts of the purchase agreement to the bank's team early and often. Don't wait for a polished final draft to loop them in. A closing department that's seeing your paperwork for the first time two weeks before your target date is a closing department that can quietly cost you that date.
Nobody is coordinating any of this
A pair of buyers who closed on a small manufacturing business described their biggest surprise as how disconnected the parties were from each other, each one operating on their own. The attorney doesn't call the landlord. The landlord doesn't call the bank, and the broker isn't chasing the closing department. Somebody has to follow up on every single step (including steps they aren't technically part of) or the whole thing stalls quietly and nobody notices until the date slips.
I'd say that's probably the real lesson under all three of the sections above. The buyer is the project manager on their own acquisition, whether they wanted that job or not.
The broker, still worth something at the end
It's easy to assume the broker's job is basically done once the LOI is signed. I've watched the opposite happen just as often. On one deal, the sellers had flatly refused to carry any seller note at all, not a dollar. Their broker talked them into it, framing it as something any serious buyer would ask for and them as the ones being unreasonable. The same broker also went to bat with the landlord on a new rent number that made the whole deal work, months before the landlord's signature was even needed.
A broker who's already sold the seller's family on you once is worth keeping close through closing, not someone you stop calling the day you go under contract.
You negotiate until the wire clears
None of this stops at the signed LOI. One buyer I followed knocked about $135K off a $5.5M deal during diligence, well after the letter was signed and the number felt settled. Another had a deal fully re-trade a month into diligence over a revenue slowdown, and still closed 77 days after signing the new letter that came out of it. More than one buyer has admitted that by closing, they'd genuinely forgotten what the original LOI even said.
The LOI buys you a seat at the table, nothing more. Everything after that gets negotiated by whoever's still paying attention, all the way to a wire that clears weeks or months later than anyone expected at signing.