Deal Timeline Generator

Hire an M&A advisor or broker, order a sell-side Quality of Earnings (QoE) report, organize your data room, prepare the Confidential Information Memorandum (CIM), and resolve any known issues that would surface in due diligence.

Advisor distributes the teaser and NDA package to targeted buyers. Interested parties sign NDAs and receive the CIM. Management presentations occur with qualified buyers. Indications of Interest (IOIs) are collected and ranked.

Negotiate the Letter of Intent (LOI) with the chosen buyer. The LOI covers price, structure, exclusivity period (typically 60–90 days), and key deal terms. Working capital peg methodology belongs here — not in the definitive agreement.

Buyer conducts financial, legal, operational, and commercial diligence. Expect deep review of tax returns, customer contracts, employee agreements, licenses, and any pending litigation. Quality of Earnings recast is typically completed during this phase.

Attorneys draft and negotiate the definitive purchase agreement. Key negotiating points include representations & warranties, indemnification caps (typically 10–15% of deal value), baskets, escrow amounts, and non-compete scope and duration.

Third-party consent obtained (landlord, franchisor, key customers). SBA loan funded (if applicable). Documents signed, consideration transferred. Seller typically delivers transition assistance starting on closing day.

Seller trains the buyer, introduces key customers and employees, and transfers institutional knowledge. Duration is negotiated; SBA loans typically require 60–90 day minimum. Complex operations may require 6–12 months of advisory involvement.

If the deal includes an earnout, seller receives additional consideration contingent on future performance. Revenue-based metrics are safer for sellers than EBITDA-based metrics, which buyers can influence through accounting and overhead allocation decisions.