Post-LOI Checklist
Your First 48 Hours After Signing a Letter of Intent
The clock is ticking. Everything you do (or don't do) in the first 48 hours sets the tone for the entire transaction.
You signed the Letter of Intent. The seller accepted. For the first time, this deal feels real.
Now the clock is ticking. The exclusivity period has started-typically 60-90 days-and everything you do in the first 48 hours sets the tone for the entire transaction. Move too slowly and you waste precious time. Move carelessly and you create problems that haunt you through closing.
Before You Do Anything: Understand What Just Changed
The moment you sign the LOI, the balance of power shifts.
- You're on the clock. Exclusivity periods are finite. Every day you waste is a day you can't get back.
- The seller has leverage. If you walk away, you've lost time and money. They can go back to other buyers.
- The price only goes down from here. The LOI price is the maximum you'll pay. Due diligence findings only reduce the price-never increase it.
Hours 1-4
Immediate Actions
These tasks should happen within hours of signing-not days.
A Notify Your Core Team
Call your M&A attorney
- Confirm they received the signed LOI
- Schedule a kickoff call within 24-48 hours
- Confirm their availability for the exclusivity period
- Discuss any immediate concerns from the LOI terms
Call your accountant or QoE firm
- Notify them the LOI is signed
- Confirm their availability and timeline
- Discuss scope of financial due diligence
- Get their due diligence request list
Call your lender (if financing)
- Confirm the LOI is signed and exclusivity has started
- Provide a copy of the signed LOI
- Confirm their timeline for commitment letter
- Identify any documentation they need from you
Why this matters: Your team needs to block time on their calendars. If you wait a week to notify them, you may find they're unavailable-and you've lost a week of your exclusivity period.
B Review Critical LOI Terms
Confirm Exclusivity Dates
Note Binding Provisions
- Confidentiality obligations
- Exclusivity/no-shop clause
- Break-up fees (if any)
- Expense reimbursement provisions
Identify Conditions/Contingencies
- Financing contingency deadline
- Due diligence deadline
- Third-party approval requirements
- Landlord consent requirements
⚠️ Flag Unusual/Concerning Terms
- Price subject to adjustment clauses
- Vague working capital definitions
- Seller financing terms left undefined
- Earnout terms left to "future negotiation"
Hours 4-12
Due Diligence Preparation
Prepare Your DD Request List
- Customize for this specific deal and industry
- Organize by category: Financial, Legal, Operational, Customer, Compliance, HR
- Prioritize critical items-don't wait for everything
- Set deadlines for each category
Set Up Infrastructure
- Create or access secure data room
- Set up document tracking system
- Create issues log and questions list
- Schedule weekly check-ins with all parties
Hours 12-24
Outreach and Coordination
Send Due Diligence Request
- Send formal DD request to seller via email with read receipt
- Copy your attorney and seller's broker/attorney
- Include clear deadlines
- Offer to schedule a walkthrough call
Request for Day 1 Access
- • Last 3 years of tax returns
- • Last 3 years of financial statements
- • Trailing 12-month P&L by month
- • Customer list with revenue by customer
- • All material contracts
Pro tip: The speed at which the seller responds to your initial request tells you a lot about how the rest of due diligence will go. Slow response = expect delays. Fast response = seller is prepared and motivated.
Schedule Key Meetings
Management Interview
- • Within first 2 weeks
- • Prepare questions in advance
- • Include key advisors if appropriate
Site Visit
- • Coordinate timing with seller
- • Plan what to see/verify
- • Bring a checklist
Kickoff Call
- • Introduce key players
- • Align on communication protocols
- • Confirm timeline expectations
Hours 24-48
Financial and Legal Coordination
Financing Coordination
Provide lender documentation:
- Copy of signed LOI
- Personal financial statement
- Business plan or acquisition thesis
- Resume/background information
- Source of equity/down payment documentation
SBA Timeline: SBA loans typically require 45-60 days from application to commitment. Plan your exclusivity period accordingly.
Legal Coordination
Provide attorney with:
- Signed LOI
- Prior correspondence with seller
- Preliminary due diligence materials
- Your notes on concerns or questions
Discuss early:
- • Who drafts the purchase agreement?
- • When should drafting begin?
- • Asset vs. stock purchase structure?
- • Change of control provisions in key contracts?
What NOT to Do in the First 48 Hours
Avoid these common mistakes that can derail your deal
Don't Announce the Deal Prematurely
- • Don't tell employees at your current job
- • Don't post on social media
- • Don't tell friends who might talk
- • Don't contact seller's employees/customers without permission
Why: Premature disclosure can spook employees, alert competitors, or violate LOI confidentiality provisions.
Don't Skip the Attorney Review
- • Have attorney review LOI (even after signing)
- • Identify problematic provisions
- • Understand your obligations and exposure
- • Plan for purchase agreement negotiations
Why: Understanding what you agreed to helps you navigate the next 60-90 days effectively.
Don't Assume the Deal Will Close
- • Don't quit your job yet
- • Don't sign a new lease based on the acquisition
- • Don't make major financial commitments
- • Keep other opportunities warm (discreetly)
Why: Approximately 30-50% of deals that reach LOI stage don't close.
Don't Let the Seller Control the Pace
- • Send your DD request immediately
- • Follow up on missing documents weekly
- • Don't accept "we'll get to that later"
- • Escalate delays to broker/attorney if needed
Why: Sellers sometimes delay to run out your exclusivity, hide problems, or simply from disorganization.
48-Hour Checkpoint: Are You on Track?
By the end of 48 hours, you should be able to answer "yes" to all of these
| Checkpoint | Complete? |
|---|---|
| Attorney notified and kickoff scheduled | |
| Accountant/QoE firm notified and engaged | |
| Lender notified (if financing) | |
| DD request list sent to seller | |
| Data room access confirmed | |
| Key meetings scheduled (management, site visit) | |
| Tracking system set up | |
| Critical LOI terms documented | |
| Exclusivity end date on your calendar |
If you're missing items: Don't panic, but prioritize catching up. Every day of delay at the beginning compounds throughout the deal.
Red Flags in the First 48 Hours
Watch for these warning signs early-they often predict problems later
| Red Flag | What It May Indicate |
|---|---|
| Seller slow to respond to DD request | Disorganized, hiding something, or not motivated |
| Key documents "being prepared" | Financial records may not be accurate |
| Seller wants to delay management meeting | Key person issues or employee concerns |
| Broker discourages attorney involvement | Terms may be unfavorable to buyer |
| Pressure to shorten due diligence period | Something to hide or unrealistic expectations |
| Vague answers to specific questions | Potential misrepresentation |
If you see multiple red flags: Have a candid conversation with the seller or broker. Address concerns early-before you've invested significant time and money.
Frequently Asked Questions
What should I do immediately after signing an LOI?
How long is a typical exclusivity period after LOI?
What are red flags in the first 48 hours after signing an LOI?
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Need Help Navigating Post-LOI?
The first 48 hours set the foundation for a successful acquisition-or a painful process. If you're a first-time buyer or dealing with a complex transaction, having experienced counsel makes the difference.
This checklist is for informational purposes only and does not constitute legal advice. Every transaction is different, and you should consult with qualified legal and financial advisors for your specific situation.