The Closing Readiness Playbook

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.

Gate 4 : Move from “funding available” to “funding drawable”

Verify equity, debt conditions, KYC/AML, security, corporate documents, drawdown conditions, FX, bank accounts, signatories and timing. A financing indication is not proof that funds will be available at closing.

Gate 5 : Conditions precedent and approvals

Every CP needs exact wording, contractual source, owner, target date, required evidence, reviewer, status and failure consequence.

Recommended statuses: NOT_STARTED, IN_PROGRESS, EVIDENCE_RECEIVED, UNDER_REVIEW, SATISFIED, WAIVED_BY_AUTHORISED_PARTY, FAILED, NOT_APPLICABLE.

Gate 6 : Corporate approvals and formalities

In the OHADA area, company form and transaction structure determine approvals, corporate acts and publicity requirements. AUSCGIE governs company functioning and major corporate operations. Counsel must translate the specific deal into the legal closing checklist.

Gate 7 : Funds flow

Create a funds-flow memo separate from the SPA: payer, beneficiary, currency, verified bank, account, amount, fees, debt pay-off, partner escrow if any, payment order and expected confirmation.

DealPME rule: DealPME does not hold client transaction funds in the governed perimeter. Escrow or settlement remains with an authorised partner behind the applicable gate.

Gate 8 : Signing / completion

Use one closing checklist. Signatures, resolutions, funding evidence, bank confirmations and delivered documents should be timestamped and linked to the final version.

Gate 9 : Post-close proof

Separate contractual evidence, financial evidence, corporate evidence, operational handover evidence and the governed DealPME outcome record.

Closing command centre

Stop conditions

Unresolved price mechanics, non-drawable financing, failed material CP without authorised waiver, unverified bank details, inconsistent final documents, missing legal approval, untreated material diligence issue or an attempt to route funds through an unapproved channel.

Day-1 handover

Before completion, prepare signatories, payroll, banking, customer/supplier communication, key-employee retention, system access, insurance, cash reporting, board calendar and first-30-day priorities.

DealPME mapping

P14 covers offer/LOI and documentation, P15 diligence and open issues, P16 outcome status, P19 drafting assistance under professional control, and P24 result evidence. Acceptance, waiver and completion decisions remain with the parties and designated professionals.

Sources and limits

The closing checklist must be adapted to country, entity form, structure, financing and contract. This playbook provides closing governance, not transaction-specific legal advice.

This resource explains; it is neither legal, tax or financial advice nor a formal valuation. Have your situation validated by a professional.