Post-LOI Checklist
LOI to Closing in 90 Days
Signed your LOI-now what? This 7-phase, 47-step checklist ensures nothing falls through the cracks between handshake and wire transfer.
Refined through years of M&A experience - Nationwide practice
Post-LOI Checklist Definition
A structured 7-phase, 90-day process covering every critical M&A milestone from LOI signing to closing. Spans deal team assembly (days 1-7), due diligence (days 8-45), documentation (days 30-60), financing and approvals (days 45-75), pre-closing prep (days 60-85), closing execution (day 90), and post-closing integration (days 91+).
Step zero: Was your LOI reviewed by counsel?
Before executing this checklist, confirm your LOI protects your position. Binding clauses are already enforceable. LOI review vs due diligence: know the difference.
Phase 1
Immediate Actions (Days 1-7)
☐ Deal Team Assembly
- ☐ Engage M&A attorney for purchase agreement drafting
- ☐ Retain CPA for quality of earnings analysis
- ☐ Hire industry consultant/advisor if needed
- ☐ Identify internal team members and roles
- ☐ Schedule kickoff meeting with all advisors
Tool: Use our Readiness Assessment to evaluate your team's preparedness.
☐ Communication Protocol
- ☐ Establish single point of contact with seller
- ☐ Set up secure data room access
- ☐ Create communication log/tracker
- ☐ Draft confidentiality reminders for team
- ☐ Schedule regular status meetings
☐ Initial Documentation
- ☐ Send comprehensive due diligence request list
- ☐ Review and organize existing information
- ☐ Create master timeline with key milestones
- ☐ Begin drafting disclosure schedules
- ☐ Start insurance applications (R&W if applicable)
Resource: Download our complete DD checklist template.
Phase 2
Due Diligence Deep Dive (Days 8-45)
☐ Financial Due Diligence
- ☐ Review 3-5 years of financial statements
- ☐ Analyze quality of earnings report
- ☐ Verify working capital calculations (use calculator)
- ☐ Review accounts receivable aging
- ☐ Analyze customer concentration
- ☐ Verify inventory counts and valuation
- ☐ Review capital expenditure requirements
- ☐ Confirm EBITDA adjustments and add-backs
☐ Legal Due Diligence
- ☐ Review corporate structure and ownership
- ☐ Analyze material contracts (customers/suppliers)
- ☐ Check litigation history and pending claims
- ☐ Verify intellectual property ownership
- ☐ Review employment agreements and benefits
- ☐ Confirm regulatory compliance status
- ☐ Check real estate leases and titles
- ☐ Review insurance policies and claims
☐ Operational Due Diligence
- ☐ Interview key management and employees
- ☐ Tour facilities and assess condition
- ☐ Review technology systems and infrastructure
- ☐ Analyze competitive positioning
- ☐ Evaluate growth opportunities and risks
- ☐ Assess integration requirements
- ☐ Review customer satisfaction metrics
- ☐ Verify supplier relationships
Tool: Track all findings with our Due Diligence Tracker.
☐ Tax Due Diligence
- ☐ Review federal and state tax returns (3-5 years)
- ☐ Check for tax audits or disputes
- ☐ Analyze tax structure optimization (use optimizer)
- ☐ Verify sales tax compliance
- ☐ Review transfer pricing (if applicable)
- ☐ Assess potential tax liabilities
Phase 3
Deal Documentation (Days 30-60)
☐ Purchase Agreement Drafting
- ☐ Draft initial purchase agreement
- ☐ Negotiate representations and warranties
- ☐ Define indemnification provisions
- ☐ Establish escrow terms and amounts
- ☐ Finalize purchase price adjustments
- ☐ Complete disclosure schedules
- ☐ Address due diligence findings
Guide: Read our complete business purchase agreement guide - covers all 12 critical sections, common mistakes, and purchase price allocation.
Tool: Assess your position with the Negotiation Analyzer.
☐ Ancillary Agreements
- ☐ Draft employment/consulting agreements
- ☐ Prepare non-compete agreements
- ☐ Create transition services agreement
- ☐ Draft escrow agreement
- ☐ Prepare assignment and assumption agreements
- ☐ Create bill of sale documents
Post-LOI and need M&A counsel? Alex handles every phase of the deal. Request a consultation →
Phase 4
Financing & Approvals (Days 45-75)
☐ Financing Arrangements
- ☐ Finalize bank loan documentation
- ☐ Complete SBA application (if applicable)
- ☐ Negotiate seller financing terms
- ☐ Arrange earnout payment structure
- ☐ Confirm equity investor commitments
- ☐ Set up escrow accounts
Calculator: Model scenarios with our Valuation Calculator.
☐ Third-Party Approvals
- ☐ Obtain landlord consent for lease assignment
- ☐ Get customer/supplier contract consents
- ☐ Secure franchise approval (if applicable)
- ☐ File regulatory notifications (HSR, etc.)
- ☐ Obtain license transfers
- ☐ Get shareholder/member approvals
Phase 5
Pre-Closing Preparation (Days 60-85)
☐ Integration Planning
- ☐ Develop 100-day integration plan
- ☐ Create employee communication strategy
- ☐ Plan customer announcement
- ☐ Prepare vendor notifications
- ☐ Set up new entity structure (choose entity type)
- ☐ Arrange insurance policies
- ☐ Plan IT systems integration
☐ Final Reviews
- ☐ Conduct bring-down due diligence
- ☐ Review final working capital calculation
- ☐ Verify closing conditions satisfied
- ☐ Confirm no material adverse changes
- ☐ Final walkthrough of facilities
- ☐ Review closing statement and funds flow
Phase 6
Closing Day (Day 90)
☐ Closing Execution
- ☐ Execute purchase agreement
- ☐ Sign all ancillary agreements
- ☐ Deliver closing certificates
- ☐ Transfer funds per funds flow
- ☐ Deposit escrow amounts
- ☐ Deliver stock certificates/asset transfers
- ☐ File UCC terminations/liens
- ☐ Record real estate transfers
- ☐ Issue press release (if planned)
Phase 7
Post-Closing Actions (Days 91+)
☐ Immediate Post-Closing
- ☐ Hold all-hands employee meeting
- ☐ Send customer announcements
- ☐ Notify vendors and suppliers
- ☐ Update bank accounts and signatories
- ☐ Transfer business licenses
- ☐ Update insurance policies
- ☐ File tax elections (S-corp, etc.)
☐ First 30 Days Post-Closing
- ☐ Complete working capital true-up
- ☐ Submit post-closing adjustments
- ☐ Integrate accounting systems
- ☐ Implement new procedures
- ☐ Address any warranty claims
- ☐ Monitor earnout metrics
- ☐ Review integration progress
Critical Success Factors
Keys to Post-LOI Success
- Maintain Momentum: Keep to agreed timelines
- Communicate Regularly: Weekly status updates minimum
- Document Everything: Create audit trail for all decisions
- Address Issues Early: Don't let problems fester
- Stay Flexible: Be prepared to adjust deal terms
- Preserve Relationships: You'll work with seller post-closing
Red Flags to Watch For
Warning Signs During Post-LOI
- 🚩 Seller delays in providing requested documents
- 🚩 Material changes in financial performance
- 🚩 Key employees leaving or expressing concerns
- 🚩 Customer complaints or contract cancellations
- 🚩 Discovery of undisclosed liabilities
- 🚩 Seller entertaining other offers despite exclusivity
- 🚩 Resistance to standard deal terms
Don't Let Your Deal Fall Apart Post-LOI
8% of deals fail between LOI and closing due to preventable mistakes. Get expert M&A counsel to guide you through every phase-managing partner on every deal.
Alex Lubyansky on every deal • Nationwide practice
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Signed Your LOI? The Next 90 Days Are Critical.
Alex Lubyansky handles every deal personally, from LOI through closing. Get experienced counsel for what comes next.
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