With indications of interest submitted and serious buyers identified, the sale process enters Phase 3: Diligence and Management Presentations—a critical inflection point in any transaction.

This is where buyers dig deeper. It’s also where relationships are built—and often where deals are won or lost.

From Broad Interest to Qualified Contenders

After reviewing written Indications of Interest (IOIs), we typically narrow the field to a handful of buyers—usually four to six—who advance to the next round. These buyers have proposed compelling valuations and deal structures and have shown the seriousness needed to proceed.

At this point, the transaction becomes more real for both sides. Buyers begin committing time, resources, and advisory teams. Sellers begin engaging more directly with prospective partners.

Opening the Data Room

The next step is providing deeper access to company information through a secure electronic data room.

At Colonnade Advisors, we manage this process carefully. Initially, some sensitive data—like customer names or pricing—may be redacted to maintain confidentiality. But the goal is transparency. The more buyers understand your business now, the fewer surprises later. We populate the data room with:

• Historical and projected financials
• Key contracts and legal documents
• Operational reports and KPIs
• Customer and vendor data
• HR and compliance documentation
  

Buyers with more thorough access tend to submit more accurate, credible final bids—and are less likely to retrade later in the process.

Management Presentations: The Two-Way Interview

At the heart of Phase 3 are the management presentations. These are structured, in-person (or virtual) meetings between company leadership and each finalist buyer group. Think of them as formal interviews—with both sides evaluating fit.

The management team presents the company’s vision, strategy, and leadership philosophy. Buyers come with questions—not just about the numbers, but about the people, the culture, and the long-term potential.

These meetings are often followed by dinners, where social dynamics come into play. For sellers, this is a chance to gauge cultural alignment. After all, in most cases, management will remain involved post-transaction—either through an earn-out, rollover equity, or ongoing leadership role.

We’ve seen high bidders lose deals over a poor dinner conversation. Chemistry matters.

Preparing for Final Offers

While meetings unfold, buyers are granted continued access to diligence materials. Colonnade also begins drafting—or refining—a purchase agreement or term sheet to guide final negotiations.

At the end of this phase, we issue a Process Letter requesting final, written Letters of Intent (LOIs). These are more detailed and comprehensive than IOIs, often outlining:

• Final valuation
• Deal structure
• Equity rollover and employment terms
• Due diligence requirements
• Proposed timeline and closing conditions
  

The field narrows again. From a strong group of finalists, we typically select one preferred buyer to enter into exclusivity and move into final diligence and documentation.

Phase 3 is where momentum must be managed with care.

It’s where trust is built. Questions are answered. And confidence on both sides is earned.

At Colonnade Advisors, we guide clients through this high-stakes stage with preparation, polish, and a clear focus: to select not just the highest bidder, but the right buyer—one that delivers on value and partnership.