M&A Process Timeline: From LOI to Close in 90 Days

Signing the Letter of Intent feels like the finish line. It's not. The LOI is non-binding on price and gets the deal into exclusivity — but the next 90 days determine whether you actually close, and at what price.

Days 1-7: Kickoff and Data Room

The LOI is signed. The clock starts. First priority: get the buyer everything they need.

• Seller delivers the data room. Financials, contracts, customer lists, employee records, IP documentation. Organized by category, not dumped into one folder.
• Buyer sends the diligence request list. A 50-200 item checklist covering financial, legal, operational, and technology review. Expect follow-up requests — they always find something unexpected.
• Both sides engage counsel. The purchase agreement drafting begins. The initial draft usually comes from the buyer's attorney.

Days 8-30: Financial Diligence and QoE

This phase makes or breaks deals. The buyer's accounting firm performs a Quality of Earnings analysis — verifying that the EBITDA you claimed is real.

• The QoE report typically arrives around day 20-25. Every add-back gets scrutinized. Personal expenses run through the business? The buyer's accountant will find them and adjust earnings down.
• Management meetings happen during this window. The buyer meets key employees, tours facilities, and asks the questions they can't answer from spreadsheets.
• Customer calls begin. Buyers talk to 5-10 of your top customers to verify relationships and revenue stability.

Days 31-45: Legal Diligence and Purchase Agreement

The lawyers take over. The purchase agreement goes through multiple redlines. Key negotiation points at this stage:

• Reps and warranties. What does the seller guarantee about the business? Buyers want broad coverage; sellers want narrow, qualified statements.
• Indemnification caps. How much can the buyer claw back if something was misrepresented? Typical: 10-20% of purchase price for general reps, full purchase price for fundamental reps.
• Working capital peg. How much cash stays in the business at close? Both sides will fight over this number.

Days 46-60: Financing and Third-Party Consents

If the buyer is using debt (SBA loan, bank financing, or investor capital), this is when underwriting happens. Simultaneously, you need consent from landlords, key suppliers, and sometimes regulators.

• SBA timeline: The lender submits the package to the SBA around day 45. Approval takes 2-3 weeks.
• Landlord consent: If you lease your facility, the lease probably requires landlord approval for assignment. This is routinely underestimated and can kill a deal in week 8 if ignored.

Days 61-80: Final Negotiations and Closing Prep

By now you know whether the deal is real. The QoE is done. Legal is largely resolved. Financing is in final approval. Now the focus shifts to closing mechanics.

• Final purchase price adjustment based on QoE findings and working capital true-up.
• Closing checklist: A 50+ item list of documents that need to be signed, notarized, and delivered. Bill of sale, assignment agreements, IP transfers, employment agreements for key people staying on.
• Transition plan is finalized — typically 30-90 days post-close.

Days 81-90: Close

Closing day is mostly wires and signatures. The buyer wires funds. The seller signs the stack. By end of day the business has a new owner.