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.

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.

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.

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.

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.

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.