When you are engaging in any kind of business transaction, whether you are a client who is buying a product or service or whether you are part of the business which is selling a product or service, it is truly important to understand what a dead deal cost is and if you are liable for such a cost. This will help you to make wise decisions with whom to interact and not interact and this will help to guide you when to move forward with a negotiation or when to refrain from entering a negotiation. Thus, arming yourself with knowledge about all that pertains to the issue of a dead deal cost will prevent you from losing money unnecessarily.
Dead deal cost is expense ( any fees, expenses or other costs) by a seller (the business) or by the buyer (the client) that is related to transactions that are not finalized with buying or selling that that been anticipated by the other party.
There can be the commencement of the accumulation of dead deal costs immediately after there has been the completion of the signing of a letter of intent, which in abbreviated form is referred to as LOI. It is at this point that there is the occurrence of due diligence based on the fact that there is much time that is invested internally and externally in order to engage in the fulfillment of the proposed assumptions of the designated transaction that is presumed to be underway.
Generally, the majority of dead deal costs are incurred by buyers via the application of due diligence. However, there may also be dead deal costs by sellers as well. With this being the case, it is truly wise for sellers to engage in the selection of buyers who possess a strong history of finalizing various deals. This is true even if the price of the purchase that is offered is lower than a higher bid from a buyer that is more suspect in regard to his or her history of finalizing deals.
It is not possible to have no costs associated with a deal. On the other hand, some costs are classified as being dead in such cases that a transaction does move on to progression via the application of due diligence but does not result in being finalized. Though this may be regarded as the price of conducting business for those who are the buyers, buyers who are more sophisticated normally tend to avert such costs by trying to gain the assurance of the high likelihood of the finalization of the deal that is being considered. Costs do become dead when deals fall through. This means that in order for costs to be alive, there must be the finalization of the deal. It is at this point that such applicable costs are constituted as formulating some of the enterprise value of the transaction instead of simply undergoing the process of being written off.
Beside the time that was applied at the internal level in order to complete the deal, there may be some costs associated with some third parties which may at times be incurred by both sellers and buyers. Such costs may include the following elements:
? Legal fees pertaining to due diligence and the drafting of the agreement pertaining to the purchase and sale of the item along with other related agreements, which may include non-competes or employer contracts;
? The costs pertaining to the review of the quality of earnings, assessments regarding working capital and the review of internal controls;
? The costs of appraisals concerning equipment and/or properties;
? Assessments relating to environmental conditions in such cases that there is the leasing or purchasing of a property; as well as
? Costs related to tax counsel in order to derive a treatment that is the most cost-efficient in reducing taxes concerning the transaction for both parties.