From accepted offer to closing day

An accepted offer is the middle of the process, not the end. What follows is diligence, then a list of conditions, then a single day where documents sign in sequence and money moves. Most deals that fail, fail here.

What accepting actually starts

Acceptance turns the five agreed terms into a letter of intent. The LOI is non-binding on price but binding on process: it starts exclusivity, sets a diligence window, and usually places a deposit with a third-party escrow agent.

Exclusivity and the clock

• Exclusivity typically runs 45 days. The seller stops taking offers.
• Diligence sits inside that, usually 30 days.
• Either side can propose a 15-day extension; the other has 48 hours to accept.
• If exclusivity lapses without an extension, the listing reopens.

Diligence findings that move price

Expect to find two or three things that were not on the listing. Most are small and settle through the working capital adjustment rather than the price. The ones that move price are structural: a major contract renewing sooner than stated, assets that turn out to be leased, or earnings that do not survive scrutiny.

The conditions list

The condition that sinks deals

On any leased premises, landlord consent is the one that ends deals. Assignment clauses require written consent, landlords take weeks, and nothing else on the list matters until it is signed. Send the pack the day the LOI is signed.

Closing day, in order

• Final walkthrough: stock count and equipment check, both present.
• Accountants confirm the closing balance sheet and the working capital adjustment.
• Documents sign in sequence: purchase agreement, assignments, bill of sale.
• Escrow releases the wire. Neither side holds the money at any point.
• Keys, codes, bank, POS, supplier portals, domain and social accounts hand over.
• Staff briefed, ideally with both owners in the room.

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