Questions answered
- How should CPs be controlled?
- When is financing truly drawable?
- Which closing evidence should be retained?
Decision
Convert a signed LOI into an executable transaction without allowing conditions, documents, financing, consents and responsibilities to fragment across email, advisers and spreadsheets.
A LOI is not a close. It starts the phase in which economic intent must become satisfied conditions, coherent documents, available funds and executable formalities.
Outcome
For every closing condition the command centre should answer: who acts, what evidence is required, by when, who validates it, what happens if it fails, and where final proof is retained?
Reference journey
LOI → CONFIRMATORY DD → DOCUMENTATION → FINANCING → CPs → APPROVALS → FUNDS ROUTE → SIGNING → COMPLETION → EVIDENCE
Gate 1 : Rebaseline the agreement after LOI
Create a controlled term sheet covering price, structure, debt/cash, working capital, deferred consideration, earn-out, seller finance, exclusivity, governance, conditions, timetable and owners.
Any divergence between LOI and transaction documents should be tagged CHANGE_FROM_LOI, with owner and rationale.
Gate 2 : Turn confirmatory diligence into resolution
Classify every open issue as CLOSED_NO_IMPACT, PRICE_IMPACT, SPA_PROTECTION, CONDITION_PRECEDENT, FINANCING_IMPACT, POST_CLOSE_ACTION or DEAL_STOPPER.
Diligence without a resolution mechanism simply creates a longer problem list.
Gate 3 : Build transaction documentation
Depending on structure and legal advice, the pack may include SPA/APA, disclosure letter, warranties, corporate actions, finance documents, security, partner-led settlement instructions, management agreements or transition arrangements.
DealPME may organise versions, tasks and proof; it does not decide by itself which legal documents are required.