You’ve chosen your buyer. You’ve signed the Letter of Intent. The handshake is nearly there.

Now comes Phase 4: Confirmatory Diligence and Closing—a stage that’s both exhilarating and intense.

At Colonnade Advisors, we often say: “The deal isn’t done until it’s closed.” This final stretch is where precision, patience, and persistence matter most.

From LOI to Final Signing

After the LOI is signed and exclusivity begins, the buyer gains full access to your company’s inner workings. Redactions in the data room are lifted. Contracts are fully disclosed. Customer names, pricing, and employee details are shared.

Buyers may commission third-party audits, including:

• Quality of earnings reports
• Cybersecurity assessments
• Code reviews (for tech-enabled businesses)
• Environmental and regulatory checks
  

Their goal? Confirm that what was presented during earlier phases holds up to scrutiny—and uncover any remaining risks.

This deep dive is often called confirmatory diligence, and it typically lasts 45 to 60 days. For many sellers, it’s the most exhausting part of the process.

Legal Documentation: Every Clause Matters

In parallel with diligence, both parties’ legal teams begin drafting and negotiating the purchase agreement and a wide set of related documents:

• Employment agreements
• Equity rollover terms
• Operating agreements
• Financing and lender consents
• Reps and warranties insurance, if applicable
  

Every clause is negotiated. Every future scenario is considered. A well-drafted agreement protects the seller, clarifies post-close obligations, and minimizes risk of post-transaction disputes.

At Colonnade, we work closely with your legal counsel to drive these negotiations—making sure no detail is overlooked and no momentum is lost.

Simultaneous vs. Delayed Closings

Some deals are simultaneous—sign and close happen the same day. Others require a delayed closing, often due to regulatory approvals, licensing transfers, or lender conditions.

In a delayed closing, documents are signed in advance, and the deal is publicly announced. But the funds don’t flow until certain conditions are met—often 30 to 60 days later. This structure introduces some risk, but is common in highly regulated industries.

Managing Employees and Communication

One of the most delicate issues in this phase is communication—especially with employees.

Many sellers wait to inform staff until after closing to avoid disruption or uncertainty. Others may choose to communicate earlier, particularly if key employees are receiving equity or retention agreements. There’s no one-size-fits-all approach, but Colonnade helps navigate timing and messaging to preserve morale and continuity.

Final Steps

As diligence wraps up and documents are finalized, all parties align for the closing date. Wires are scheduled. Approvals are secured. Final signatures are gathered.

And then, the deal closes.

Celebration is absolutely in order—but so is preparation for what comes next: integration, transition, and, in many cases, a new chapter of partnership.

Phase 4 is the final mile of a marathon. It demands endurance, focus, and experienced guidance.

At Colonnade Advisors, we don’t just get deals signed—we get them closed. And we do it with a steady hand that keeps momentum high and stress low.

If you’re contemplating a sale this year, start with a conversation. We’ll help you see the full path ahead—and walk it with you every step of the way.