Under LOI
Sell-side execution
Bring us in now, before you sign exclusivity if you still can. Diligence defense, the data room, and holding price through to close: nothing about the business gets rebuilt at this point, so the value of the engagement is in what does not get lost. The deal team runs the room, led by Scott Stepanik.
Where you stand
The list is what the buyer will find
Under LOI, the work is holding price through it. Price is the easiest term to read and the least reliable guide to what you will keep.
Under LOI, or about to be
Nothing about the business gets rebuilt now. The letter names a number; the next weeks decide whether it survives.
- FNDRS does
- Diligence defense, the data room, and holding the price through to close.
- You do
- Answer fast, and change nothing a buyer has already seen.
When a buyer called first
When a buyer calls first, they have chosen the timing, the framing, and the absence of competition. The offer may be good. It is rarely the best available.
Every time given here is an estimate drawn from past engagements, not a commitment. Each sale runs on its own calendar, set by how ready and how complex the company is, by the buyers and their lenders, and by the lawyers on both sides. We set a calendar with you at kickoff and revisit it as the process moves.
The work
Holding the price through to close
The deal team runs the room, led by Scott Stepanik, Director of M&A. We manage the diligence list and keep your attorney and tax advisors coordinated.
What can change
What can still change, and what a buyer will test
Your leverage peaks the day before you sign exclusivity. It never comes back.
What is still open
Every term that matters should be negotiated before exclusivity, not after.
- The price behind the price, the financing certainty, and the terms that will matter in month four.
- Notes, deferred payments, and escrow are all money you do not yet have.
- An earn-out you cannot control is a price cut with extra steps.
- How much is cash at close and how much is equity rolled into the buyer's company for a second bite later, which may be worth more or less than the first, and what rights come with that stake.
- Whether to negotiate, widen the field, or pass.
What has to be true before the money moves
A signed agreement is not a closed deal.
- Diligence closed out, with the buyer's quality of earnings review settled
- Disclosure schedules agreed
- Consents from landlords, lenders, and key customers where the contracts require them
- The working capital target set
- Funding confirmed
The sale, phase by phase
The two phases left
Under LOI, or about to be, a sale is in its last two phases. The shortlist meets you, sharpens its offer, and one letter of intent is signed. Then the buyer checks everything, the lawyers write it down, and the money moves.
Phase 3 of 4
Meetings and final selection
The shortlist meets you, sharpens its offer, and one letter of intent is signed.
More on this phaseWhat happens
- Management meetings with the buyers on the shortlist
- Counter-offers, negotiated on price and on structure
- The winning letter of intent, signed by both sides
Who holds the clock
- You
- The meetings, and the choice of buyer
- The deal team
- Preparing you, and negotiating the terms
- The buyer
- Its final offer
Phase 4 of 4
Diligence and close
The buyer checks everything, the lawyers write it down, and the money moves.
More on this phaseWhat happens
- Diligence begins, sometimes with visits on site
- The buyer's quality of earnings review, usually started early in diligence
- Definitive agreements drafted by the buyer and negotiated by every legal team
- Signing, and the wires on the day of closing
Who holds the clock
- You
- Answering diligence requests, and running the business well
- The deal team
- Managing diligence, and coordinating your attorney and CPA
- The buyer
- Its quality of earnings review, its financing, its approvals, and its lawyers' drafts
Signing to the wire Seven to twelve months from signing to the wire, for a company that is ready.
Every time given here is an estimate drawn from past engagements, not a commitment. Each sale runs on its own calendar, set by how ready and how complex the company is, by the buyers and their lenders, and by the lawyers on both sides. We set a calendar with you at kickoff and revisit it as the process moves.
What diligence opens
The entries a buyer reads first
Diligence does not invent problems. It finds the ones already in the business, element by element, and prices them.
- Cf11 · Clean FinancialsAccrual books, reconciled monthly, that survive a quality-of-earnings review.
- Cc21 · Customer ConcentrationRevenue share held by the top customers. Scored as control: higher is safer.
- Lc23 · Legal & ComplianceContracts, licenses, and filings in order and enforceable.
- Kp22 · Key-Person RiskEmployees whose departure would break a function. Scored as control: higher is safer.
Questions
What founders ask under LOI
Yes. Under LOI the work is sell-side execution: diligence defense, the data room, and holding the price the letter names through to close. Nothing about the business gets rebuilt at that point, so the value of the engagement is in what does not get lost.
We will review it with you. Often the best use of an unsolicited offer is as a floor for a competitive process. Sometimes it is the right deal, and the work is negotiating the terms before exclusivity.
Sometimes. Rolled equity is the second bite: you sell a majority stake now and keep a share of the buyer's company, which is sold again when that company is. The second sale may be worth more or less than the first, and it depends almost entirely on the buyer. Weigh two things before exclusivity: whether the cash at close covers the number you need, and what rights come with the stake you keep. Your attorney and CPA advise on the legal and tax side.
Exclusivity is usually granted when you sign the letter of intent, and it is the moment your leverage is highest. It does not come back. Sign it only after the terms that matter are settled, keep the period as short as the buyer can credibly work to, and fix an end date.
A retrade is a request to lower the price after you have signed exclusivity. The best defense is built before you sign: clean numbers, tested elements, and terms that say what can and cannot reopen the price. Bring us in the moment it happens.
It is the level of working capital the buyer expects the business to hand over at closing. If the business delivers less, the price goes down; if it delivers more, it can go up. Agree the number carefully, because it moves what you take home.
That is decided with you deal by deal, because it depends on who the buyer is and what the agreement requires. We agree the order and the wording before anyone outside the deal team is told.
Bring us the letter of intent
We will walk the conditions, the diligence list, and the timetable with you, and tell you where the risk sits before the buyer finds it.