Deal Closure Checklist

Final QoE from the buy-side accounting firm should reconcile management's adjusted EBITDA to GAAP, identify run-rate adjustments, and quantify net working capital trends. Any unresolved Q-of-E items at this stage typically convert into purchase-price or escrow adjustments rather than deal-killers — flag them in the issues log for legal counsel.

Walk the Intralinks or Datasite request log with deal counsel. Common stragglers: missing W-9s for foreign vendors, unsigned employment agreements for key personnel, state sales-tax registrations in nexus states. Don't sign the closing certificate while the diligence tracker still has open Q&A.

Confirm the R&W binder is issued by the underwriter, retention amount matches the purchase agreement, and known-issues exclusions are listed. The binder must be effective at signing — gaps between signing and closing are not covered.

Walk the conditions-precedent schedule line by line: bring-down certificate, no-MAE certification, third-party consents, payoff letters, and lien releases on UCC-1 filings. Anything still outstanding triggers the escalation step below.

Log each outstanding condition with the responsible party, expected resolution date, and downside if not cleared. Counsel determines whether to seek a waiver, push the closing date, or treat as a post-closing covenant. Do not paper over an unresolved condition with a side letter without partner approval.

Flow of funds ties out to the purchase price calculation in the agreement: base price, working capital adjustment, indebtedness payoff, transaction expenses, escrow deposit, indemnity holdback. Every wire instruction needs ABA + account + reference, confirmed via call-back to a known number — wire-fraud diversion is the single highest-dollar risk on closing day.

Estimated closing working capital is computed from the seller's pre-close trial balance using the agreed accounting principles (these are usually a schedule to the purchase agreement, not just GAAP). Differences between estimated and actual drive the post-close true-up — document the methodology so the 90-day true-up doesn't become a dispute.

Initiate before the Fed wire cut-off (typically 5:00 PM ET, earlier for some banks). Capture the Fed reference number on the confirmation. The paying agent disburses to seller, escrow agent, and payoff lenders per the flow of funds — don't release closing documents from escrow until the agent confirms receipt.

Confirm the escrow agent acknowledges receipt of the indemnification escrow, working-capital adjustment escrow, and any specific-indemnity holdbacks. Release schedules typically run 12–18 months for general indemnification and longer for tax/fundamental reps — calendar each release date in the post-close tracker.

Counterpart signature pages collected through DocuSign or routed wet-ink for stockholders without electronic signature authority. Confirm signatory has corporate authority — board resolutions and officer certificates are part of the closing binder.

Asset deals require bill of sale, assignment and assumption agreement, IP assignments (recordable with USPTO and copyright office), real-estate deeds, and vehicle title transfers. Stock deals are simpler but still need stock powers and updated stock ledgers.

Most commercial leases, credit agreements, and material customer contracts contain change-of-control clauses. A missed landlord consent means the buyer inherits a defaulted lease the day after closing. Track each consent against the contracts schedule — anti-assignment provisions in customer contracts are the most common unresolved item.

Reflect the transfer in the stock ledger, cap-table software (Carta, Pulley), corporate minute book, and state secretary-of-state records where the entity is registered. For LLCs, file an amended operating agreement member schedule.

The 2024 size-of-transaction threshold is $119.5M, with size-of-person tests below that. Antitrust counsel runs the analysis — calculation includes voting securities, non-corporate interests, and prior acquisitions within 5 years. Misreading the threshold is a $50K-per-day civil penalty.

Filing fee scaled by transaction size ($30K to $2.39M). Standard waiting period is 30 days (15 for cash tender offers). Pull-and-refile resets the clock — only do it on counsel's instruction. Second requests blow up the timeline by 6+ months.

Public-company acquirers trigger 8-K Item 1.01 (material agreement) and 2.01 (completion of acquisition), plus pro-forma financials under Article 11 of Regulation S-X if the target meets the significance tests. Private deals usually skip this section entirely.

Item 2.01 8-K is due within 4 business days of closing. Audited financials of the target and pro formas are due within 71 calendar days via 8-K/A if the deal is material. Coordinate with the target's auditor early — last-minute PCAOB-compliant audits don't exist.

Bulk-sale notices (where still required — CA, IL, NJ, others) protect the buyer from successor sales-tax liability. Also: state secretary-of-state name changes, foreign-qualification updates, and final/short-period franchise returns in the seller's home state.

Internal email and town hall same-day; customer letter and press release per the agreed communications plan. Coordinate timing with HR — no employee should learn about the deal from a customer or LinkedIn post.

Compute closing-date working capital using the same methodology as the estimate. Most agreements give 60–90 days for the buyer to deliver the closing statement, then a 30-day seller objection window. Maintain the supporting trial balance and reconciliations — disputes go to a neutral accounting arbitrator.

Engage a valuation specialist for purchase price allocation: tangibles at fair value, identifiable intangibles (customer relationships, tradename, technology, non-competes) by income or cost approach, residual to goodwill. Measurement period is up to 12 months; provisional amounts should be flagged in disclosures.

Reviews synergy capture, retention of key employees, customer churn, and integration cost run-rate against the deal model. Surface variances >10% to the deal sponsor — this is the data the next deal's diligence will rely on.

Six-year D&O run-off (tail) for the seller's directors and officers is typically a closing condition. Add the acquired entity as a named insured on the buyer's general liability, property, cyber, and EPLI policies — gaps in coverage between closing and renewal are the most common post-close insurance failure.

Day-1 systems work: open new payroll account in Gusto/ADP under buyer's FEIN if asset deal, transfer bank signatories, set up bank feeds in QBO or NetSuite, map the target's chart of accounts to the buyer's. Asset deals require new EINs for state withholding in many states — this is often missed and creates a Q1 941 mess.

Track synergy realization, retention, customer NPS, and integration spend in Fathom or a Power BI dashboard. The CFO presents to the board monthly for the first six months. KPIs lock in early — once a metric is missing for two months, it never comes back.