Category: Deal process
The stages of a transaction, from first contact and diligence to signing and closing.
21 articles in this category.
- Buy-side M&A process — The deal cycle from the buyer's perspective: thesis development, sourcing, screening, valuation, IOI / LOI, diligence, structuring, financing and closing.
- Closing checklist — An exhaustive list of conditions, deliverables, signatures, consents and filings required to take a deal from signed agreement to closed transaction. Maintained by deal counsel.
- Confidential Information Memorandum — The detailed marketing document that follows the teaser. Usually 30–80+ pages covering business overview, market, financials, customers, employees and growth opportunities.
- Data room — A secure repository (today, almost always virtual) where the seller posts due-diligence documents for buyer review. Access is staged by deal phase and bidder identity.
- Deal sourcing — The activity of identifying and engaging acquisition targets — through bankers, broker networks, proprietary outreach, conferences, screened lists and inbound referrals.
- Definitive purchase agreement — The binding contract that governs an acquisition and its terms.
- Due diligence — The structured investigation a buyer conducts on a target between LOI and closing — covering financial, legal, tax, commercial, operational, IT, HR and environmental workstreams — to verify the seller’s claims, find risks and shape final price and deal terms.
- Exclusivity — A binding period (usually 30–90 days) within an LOI during which the seller agrees not to negotiate or accept competing offers, while the buyer completes diligence.
- Fairness opinion — A formal written opinion from an investment bank that the consideration in a proposed deal is fair, from a financial point of view, to a specified group of shareholders.
- Go-shop clause — An exception to a no-shop that allows the seller to actively solicit competing offers for a short window after signing — common in some PE-led public deals.
- Indication of interest — A non-binding, written response from a buyer giving a preliminary valuation range, structure preferences and key conditions. Used to short-list bidders before LOIs.
- Investment banking in M&A — The advisory role banks play in originating, valuing and executing deals.
- Letter of intent — A preliminary document outlining the main terms of a proposed deal, mostly non-binding.
- M&A broker vs investment banker — Business brokers and investment bankers both run sell-side processes, but differ on deal size, fee structure, buyer reach and depth of materials. Brokers dominate sub-$10M; bankers dominate $10M+.
- Management presentation — A live or virtual meeting between short-listed bidders and the target's management team. Often the first interaction between buyer and the operating leaders.
- No-shop clause — A provision in an LOI or definitive agreement that bars the seller from soliciting, encouraging or negotiating alternative offers during a defined window.
- Non-disclosure agreement — A confidentiality contract executed before a buyer receives the CIM. It binds the buyer to use the target's information only to evaluate the transaction.
- Quality of earnings report — The formal deliverable from a quality-of-earnings engagement — a third-party accountant's analysis of a target's reported earnings, normalisation adjustments and revenue and cost trends.
- Sell-side M&A process — The deal cycle from the seller's perspective: preparation, marketing materials, buyer outreach, IOIs, LOIs, exclusivity, due diligence, definitive agreement and closing.
- Teaser — A one-to-two-page anonymous summary used by sell-side advisors to introduce a target to potential buyers without disclosing its identity until an NDA is signed.
- Tender offer — A public offer made directly to shareholders to buy their shares, usually at a premium.