Building Results ยท Post-Merger Integration

A Big Account Has Handshake Pricing With the Seller

The biggest customer has a price nobody wrote down. It was a deal between two people who have known each other for twenty years, and one of them just sold. Here is how to keep the account and fix the margin.

Keep the people. Keep the customers. Keep the profits. That is how you keep your job.

Somewhere in the acquired business is a customer with a price that does not appear in any contract, and it is almost always a big one. The seller shook hands on it years ago, in a kitchen or on a job site. It has been honored every year since. The customer thinks of it as how things are done. Your finance team thinks of it as a margin leak.

Both are right, and that is the difficulty. If you honor it forever you give away margin on your largest account. If you cancel it on day one you teach your best customer that the sale of the business was a threat. The way through starts before closing, in the conversation outlined in the pre-close checklist and seller transition plan.

Find the handshake before it finds you

Ask the seller which customers have terms that are not in writing. Ask the account manager and the person who does the billing, separately. The billing person often knows, because they see the prices that do not match the list. Look for invoices that differ from the price list, and for credit memos that appear on a schedule.

Put the facts on one page: the customer, the arrangement, the revenue, the margin, how long it has existed, and who agreed to it. You cannot decide well about what you cannot see.

Understand what the customer thinks they have

The customer may believe the price is permanent, or tied to the seller, or tied to volume. Their view matters more than the seller's. Ask the seller to help you understand what was promised, and in what words. A promise to hold prices as long as the seller owns the business is very different from a promise to hold them for life.

Then check whether the arrangement is a price or a package. Often the customer gets a rate, plus faster service, plus flexible credit. If you change one, they will notice all three.

Your options

First, honor it for a defined period, and put it in writing with an end date and a review. That converts a handshake into a contract, and it gives you both a date to talk. Second, honor it in exchange for something: volume, a longer term, an exclusive, or better payment. Third, move the price in steps over a year or two with notice and a reason. Fourth, leave it, if the account is worth more at that price than losing it.

Which one depends on how much the account matters, how replaceable it is, and what the customer would do. A customer with few alternatives can bear a step up. A customer with a choice and a long memory may not. For the general pricing approach, read harmonizing prices after acquisition.

Use the seller

The seller is the person who made the promise, and the best person to explain what happens next. Ask them to introduce you to the customer, to say that the arrangement is understood, and to describe how it will work now. A joint conversation turns a threat into a handoff.

Do not ask the seller to renegotiate on your behalf and then walk away. They have a relationship to protect, and so do you. For the importance of the seller's personal standing with the customer, go to when the seller is the reputation.

Write down what you decide

Whatever you agree, record it. Put the terms in an email or a short letter and keep it with the customer file. The point of a handshake was trust. The point of your version is to keep the trust while making the terms clear. I would honor a handshake price for a defined time, in writing, before I would break one silently.

Decision table: what to do with an informal price

Answer for each account with an unwritten arrangement.

QuestionIf yes, it points toIf no, it points to
Is the account large enough to threaten the business if lost?Honor it for a defined period and put it in writingHandle it as a normal pricing change, with notice
Does the customer have easy alternatives?Trade the price for volume, term, or paymentYou have more room. Plan a stepped change with notice
Is the margin below what the business needs?Plan a stepped change with notice and a reasonHonor it for now, put it in writing, and review at the next renewal
Was the promise tied to the seller personally?Ask the seller to help reset it, in personTreat it as a standing term and document it
Is the customer unaware of how thin the margin is?Share enough to explain the change, not the whole costKeep the discussion on value

A warning about the quiet change

The worst way to handle a handshake is to change it silently, by letting the price list override it in the billing system. The customer notices within a month and concludes that the new owner cannot be trusted. Trust that took twenty years to build is lost in an invoice cycle.

Keep the customers. Protect the relationship first, convert the handshake to writing second, and fix the margin third. In that order. For the wider approach to the accounts that carry the business, turn to customer retention after acquisition.

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Who's behind this

Building Results is built by an operator with 25 years of running and integrating businesses, not advising from the outside. Across a national distributor and a PE-backed field services company, that is roughly sixteen integrations, from functional sales integration to full ownership to a portfolio of deals. The calls on this page come from that experience.

Questions

What do you do about informal customer pricing the seller agreed to?

Find out exactly what was promised and who made it, then decide with the account's value in mind. You can honor it for a defined period in writing, trade it for volume or a longer term, or move it in steps with notice. Ask the seller to help you reset it in person, and never change it silently through the billing system.

Do I have to honor an unwritten price?

It depends on the facts and the law where you operate. Ask counsel. Whatever the answer, a silent change usually costs more in trust than it saves in margin.

How do I find out about handshake deals?

Ask the seller, the account manager, and the person who does the billing, separately. Compare invoices to the price list.

What if the customer refuses to move?

Decide how much the account is worth at that price. If it is worth keeping, trade for something. If not, plan an orderly change.