It's a fair question. Every owner selling for the first time asks it, and they deserve a straight answer.
The number in a letter of intent (LOI) is built on assumptions: customer contracts, headcount, the condition of the iron. At that stage a seller has shared enough to frame a deal, not everything. Diligence is where every assumption gets checked.
Some always come back different, in both directions. Sometimes the fleet is rougher than the photos. Sometimes we find an addback the seller missed and the number moves up.
With small misses, the price holds. With a big miss, a well-built LOI already says what happens next. The adjustment is agreed on paper, up front, before anyone has a reason to argue.
Operators know this better than bankers do. You bid off the locates and the drawings. Then the ground disagrees. Nobody calls the bid a lie. You write a change order, because the contract saw it coming.
An LOI works the same way. The one that pretends nothing will change is the one that blows up.
And when the facts come in different, that conversation is the real test. How both sides handle a surprise on paper is how they'll handle one in year two.
First published on LinkedIn.