“Mind the Gap!” – What actually happens between offer and completion
When a business owner receives an offer for their company, it’s often seen as the point at which the hardest work is done.
In reality, it marks the beginning of one of the most important phases of the transaction.
The period between agreeing heads of terms and completing a deal is where the detail behind the deal is fully explored — assumptions are validated, risks are identified, and both parties build the confidence required to complete. While much of this work happens behind the scenes, it plays a decisive role in determining whether a transaction completes smoothly and on agreed terms.
Due diligence is where value is confirmed — and tested
Following an agreed offer, the buyer will undertake a detailed due diligence process.
This goes beyond simple verification. It is a comprehensive review of the business across financial, commercial, operational, and legal areas — giving the buyer a far deeper understanding of how the business performs in practice.
When a business is well-prepared, this stage typically runs in a structured and efficient way, reinforcing the value already agreed.
Where preparation is less robust, however, issues can surface at a point where leverage has shifted — which can lead to increased scrutiny and, in some cases, pressure on value or deal terms.
Managing the process, not just the transaction
This stage brings together multiple parties — legal advisers, financial advisers, management teams, and the buyer’s due diligence providers — all working towards completion.
Information requests become more detailed, timelines can come under pressure, and momentum can be lost if the process is not actively managed.
Our role during this phase is to lead and coordinate the process end-to-end — managing information flow, driving momentum, aligning all parties, and ensuring that the deal agreed at heads of terms is the deal that is delivered at completion.
Maintaining value through clarity and control
As buyers gain deeper insight into the business, it’s common for elements of the deal to be revisited — whether in relation to pricing, structure, or contractual terms.
This is a natural part of the process. Greater visibility allows both sides to refine the agreement with greater certainty.
Where a business has been well-positioned from the outset, and potential issues have been identified early, these discussions tend to be constructive and well-controlled.
Where this is not the case, there is a greater risk of value erosion as the process progresses or even deal collapse — which is why preparation and active management are critical.
Completion is the result of a well-managed process
Completion is not simply a final step — it is the outcome of maintaining momentum, managing detail, resolving issues and keeping all parties aligned as the process evolves.
By taking a hands-on role throughout, we ensure the process remains controlled, focused, and progressing towards a successful outcome.
Preparation makes the difference
As with every stage of a transaction, what happens between offer and completion is heavily influenced by the level of preparation beforehand.
A well-prepared business, supported by a structured and proactively managed process, is far more likely to move efficiently through due diligence and complete on agreed terms.
For many owners, this stage provides both clarity and challenge — testing the detail behind the deal while ultimately strengthening it.
In our experience, the better prepared a business is for this phase, the more controlled, constructive, and successful the journey to completion becomes.
Thinking about selling in the next few years?
Join our exclusive masterclass, **Pole Position: Preparing Your Business for Sale**, and discover what buyers are really looking for, how to maximise value, and the steps you can take now to improve your outcome when the time comes.
Learn more and book your place HERE
At EvolutionCBS, we work closely with owner-managed businesses to help them understand how the market may view their business today, where value can potentially be strengthened, and how future strategic options may evolve over time.
Whether a shareholder is considering a sale in the short term or simply beginning to think more strategically about the future, early preparation can have a significant impact on long-term outcomes.
To discuss valuation, readiness or future strategic planning in confidence, please contact us.
