From LOI to Close in 60–90 Days—What Actually Happens
Between LOI and close, the deals that land on time don’t move faster—they move in sequence. The LOI sets the game you can win, diligence and financing run in parallel, and the paperwork mirrors the risks you actually plan to manage in the first 100 days.
Start with a tight LOI. Keep it short and specific: price (or a narrow band), whether you’re buying assets or stock, how long exclusivity lasts, and the working capital peg—that target level of day-to-day cash and payables the seller must deliver so the lights stay on. Flag the handful of conditions that would kill the deal (a lease you can’t assume; a license you can’t get; a customer you can’t lose). Big promises at the LOI stage have a way of coming back as leverage against you later.
Week 1–3 is two lanes, same road. Your accounting partner starts a QoE (a plain-English read on how much of the seller’s profit is repeatable and cash-backed), while legal scrubs liens, contracts, IP, privacy, and insurance history. On the ops side, you’re verifying pricing discipline, backlog quality, and whether vendors can keep pace. Meanwhile, your lender is building conviction: collateral, covenants, guarantors, and projections that tie to things you’ll actually do—switching payroll, tightening terms, right-sizing the route. When these conversations share one source of truth, the deal breathes.
Paper only what closes. The APA/SPA should right-size reps and warranties to the risks that matter and set escrows/holdbacks you can truly fund. Disclosure schedules—the seller’s list of exceptions—belong early, not the night before signing; that’s where the surprises live. Round out the ancillaries you’ll need on Day 1: assignments, non-compete, transition services, offer letters, landlord consent/SNDA, and IP assignments. Most timeline blowups come from slow third parties, so start the landlord and licensing conversations on Day 1 and assume they take weeks, not days.
Be ready to operate the morning after. Bind the insurance you truly need (GL/auto, and professional where appropriate) and confirm any seller tail coverage that matters. Stand up a PEO or a clean payroll so you don’t start ownership with an HR fire. Announce the change with intent—first to team, then to customers and vendors. For the first two weeks, freeze non-critical changes and run a 10-item “100-Day List” you could execute with one hand tied.
A quick family note: if a personal guarantee is part of your debt or lease, translate it at home without jargon—“If X happens, we might owe Y for Z months.” Put exclusivity end, funding, and target close on the household calendar. If closing week collides with a school event or a trip, decide who covers what now, not in the parking lot.
Where counsel fits. We keep the LOI punchy, run a diligence map lenders respect, right-size reps/escrows, and choreograph consents and licenses so Day 1 is legal and calm.
Bottom line: Pick the three risks that can kill this deal, neutralize those, and stop negotiating everything else. That’s how you close on time and sleep that night.