Due Diligence and Closing
Due diligence is the "prove it" phase. Align on scope, timeline, and experts before exclusivity. Sign an LOI (60-120 days) with price/structure/steps, involve an M&A lawyer, and run weekly check-ins to surface risks early.
Due diligence is just a fancy way of saying:
1
What have you told me that isn't true?
2
What haven't you told me that I need to know?
3
What don't you know that I should know?
Due diligence represents the awkward phase between soaring seller optimism upon initial agreements and muted buyer skepticism upon investigating details. Structuring this exploratory process effectively smoothes negotiations toward a definitive purchase agreement and closing.
Length & Inherent Difficulties
6-12 weeks
for smaller firms
4+ months
for large/complex companies
Standard challenges include:
Disorganized financial records and organizational obstacles delaying information access
Data gaps requiring compiling fragmented information sources
Resistance, distraction, or limited bandwidth from seller personnel
Mounting tensions between buyer and seller representatives as questions probe sensitivities
Smart acquirers focus on what matters:
The most skilled acquirers thoughtfully probe the business rather than mandate exhaustive proctology exams across every detail. They focus on material risks around misstated earnings, problematic customer contracts, cultural mismatches between management teams, and faulty representations.
Setting Appropriate Expectations
Before granting exclusivity rights to enable due diligence, ask buyers about their:
Customary diligence philosophy, duration, and deal killer risks
Use of third-party accounting, technology, or environmental experts
Division of responsibilities between lawyers, accountants, and operating team members
Letter of Intent (LOI)
After the negotiation is complete, the buyer will have a letter of intent drafted for both parties to sign.
A Letter of Intent (LOI) is a promise to agree to transact on the terms specified if the facts check out. It specifies a period of exclusivity, typically between 60 and 120 days, and obligates the seller to provide the information requested.
The specific sections will include:
| Section | Description |
|---|---|
| Price | Total consideration and how it's calculated |
| Type of Sale | Stock vs. asset sale and implications for each party |
| Sources & Uses | Where money is coming from and how it will be used |
| Material Terms | Most significant terms affecting the transaction |
| Contingencies | What needs to be resolved before closing |
| Due Diligence Timeline | General steps and expected duration |
| Exclusivity Period | Typically 60-120 days of no-shop commitment |
Pro Tip: Involve Your Lawyer Right Before You Sign the LOI
This is the stage in the process where you should involve a lawyer. You should not involve them until right before you sign an LOI (or you may rack up a lot of unnecessary expenses).
You should have at least one lawyer who has some M&A transaction experience. It is not a good idea to bring in your personal attorney, real estate attorney, divorce attorney, etc., to advise you.
Best Practices for Communication After the LOI
Once officially under a letter of intent, success hinges on:
Establish weekly working meetings rotating through functional topics (finance, products, etc.) over 60-90 minutes
Calmly and promptly address detailed buyer inquiries, rather than evasiveness
Buyer transparently raises potential deal-breaker level concerns early rather than last-minute surprises
Both parties identify key negotiation points around contingent liabilities, operations unknowns, and personnel decisions requiring alignment
Closing the Deal
Once due diligence is complete and any issues are resolved, you'll move to closing. This involves finalizing the purchase agreement and executing the transaction.
Purchase Agreement Negotiation
Your M&A attorney will negotiate the definitive purchase agreement. Key areas include representations and warranties, indemnification, non-compete terms, and post-closing adjustments.
Pre-Closing Checklist
Complete required consents, lender payoffs, employee notifications, and regulatory filings. Prepare for transition of bank accounts, systems, and contracts.
Signing and Funding
Documents are executed, funds are transferred, and ownership changes hands. Often uses an escrow agent for complex transactions.
Celebrate closing!
Closing day can be anticlimactic after months of work, or it can be chaotic with last-minute issues. Either way, celebrate. You've accomplished something significant.
Ready to Start the Process?
From first conversation to closing day, Rejigg helps you navigate the journey. Connect with pre-vetted buyers on your terms.
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