What a Great M&A Process Actually Looks Like, Day by Day

Founders going through a sale process for the first time have no benchmark for what "normal" looks like. Things that feel slow may actually be on track; things that feel fast may be skipping critical steps; things that feel like progress may be the banker performing motion for your benefit while not advancing the deal. Without a reference point, it is impossible to know.

This guide walks through a realistic six to nine month sell-side process, week by week. The exact timing varies by deal size, sector, and buyer set, but the rhythm is broadly consistent.

Weeks 1-4: Kickoff and preparation

The first month is about getting ready, not about going to market. The banker and the founder agree on a buyer universe, a positioning narrative, and a process timeline. The banker's team starts building the confidential information memorandum (the "CIM" or "book"), the financial model, and the management presentation. The founder gets pulled into many meetings to provide context, review drafts, and gather data.

Things that should happen in weeks 1-4: weekly check-ins with the senior partner, a draft buyer list shared and refined, a teaser document drafted and approved, the financial model populated with at least two years of historical and a projection, the data room scaffolded.

Things that should not happen in weeks 1-4: outreach to buyers. If your banker is calling buyers before the materials are ready, they are squandering the most valuable resource in a sell-side process, which is first impression. Wait until the materials are right.

Founders sometimes get impatient in weeks 1-4. This impatience is misplaced. The quality of the first impression with buyers determines the quality of the process, and the first impression is built in the prep phase.

Weeks 5-8: Initial outreach and teaser distribution

The banker now goes out to the buyer universe with the teaser document. This is a one to two page anonymized summary that gives potential buyers enough information to express initial interest without identifying the company.

The standard rhythm is to release teasers in batches: tier one buyers first (the most likely strategics and the best-fit financial sponsors), then tier two a week or two later if response from tier one is weak.

Buyers who express interest sign an NDA and receive the full CIM. The CIM is a 50 to 80 page document containing financial detail, business description, growth strategy, competitive positioning, and management bios.

By the end of week 8, you should have a clear picture of who is engaged and who is not. The banker should be sharing a weekly outreach log: who got the teaser, who responded, who passed, who is in diligence. Read this log carefully.

Weeks 9-12: First-round bids (IOIs)

After buyers have had two to three weeks with the CIM, the banker calls for indications of interest (IOIs). These are non-binding written expressions of interest with a price range, a structure, and key conditions. IOIs are not offers. They are pre-offers.

A well-run process produces five to ten IOIs in the lower middle market. The distribution will surprise you: there will be a few very high prices that probably are not real, a cluster in the middle that are real, and a few low prices from buyers who are positioning.

The banker's job here is to read the IOIs honestly. The highest price is rarely the best buyer. A buyer who is 15 percent below the top price but is a strategic fit with real synergies and a clean balance sheet is usually a better outcome than the top price from a financial sponsor with a leveraged structure and three other deals in execution.

The output of weeks 9-12 is a shortlist of three to five buyers who advance to management presentations.

Weeks 13-16: Management presentations and second-round bids

Shortlisted buyers come in (virtually or in person) to meet management. These sessions run two to four hours and combine a structured pitch from the founder and senior team with extended Q&A. Buyers are evaluating not just the business but the people, especially in deals where management is expected to roll over and stay involved post-close.

After management presentations, buyers do another round of diligence: detailed financial questions, customer reference checks, technology reviews if applicable, regulatory and legal scrubs. They have a week or two to refine their offer.

The banker calls for letters of intent (LOIs) by a set deadline. LOIs are still non-binding on price but typically include detailed structure, a 30 to 60 day exclusivity period, and a closing timeline. The LOI is where the real negotiation lives.

Weeks 17-20: LOI selection and negotiation

Out of the LOI round, you are choosing one buyer to grant exclusivity. The decision is not just about price. It is about deal certainty: who is most likely to close, on what terms, with what structure.

The banker runs the LOI selection negotiation. You can usually extract meaningful improvements between the LOI submission and the signed exclusivity letter: a higher base price, a cleaner structure, more cash and less earnout, a shorter diligence period, a cap on indemnification, a smaller escrow.

When you sign exclusivity with one buyer, the other buyers go cold. This is the most leveraged moment in the whole process. Use it.

Weeks 21-32: Confirmatory diligence and definitive agreement

Once exclusivity is granted, the buyer runs confirmatory diligence and the lawyers start drafting the definitive purchase agreement. This is the longest, hardest, and most painful phase. It takes 60 to 90 days in most lower middle market deals.

Things that happen here: detailed financial diligence with full access to historical data, customer interviews, technology diligence (for software companies), legal diligence on contracts and litigation, working capital analysis, tax structuring, employment agreements for key executives.

The banker's role shifts. They were the deal-maker in the earlier phases; now they are the deal-defender. Their job is to protect the price agreed at LOI, manage the buyer's diligence asks, push back on attempts to retrade, and resolve issues as they arise without losing momentum.

Things go wrong in this phase. A customer reveals a churn risk no one knew about. A historical revenue recognition issue surfaces. A key employee gets cold feet about post-close roles. These are normal. The way your banker manages them is the actual product.

Weeks 33-36: Signing and closing

The definitive purchase agreement is signed. If there are no closing conditions that delay (regulatory approval, financing, third-party consents), signing and closing happen on the same day. More often, there is a gap of one to four weeks between signing and closing while conditions are satisfied.

On the closing day, the wires move, the equity transfers, the announcements go out. Your banker invoices the success fee, which closes out the engagement.

What goes wrong

Realistic processes do not follow this timeline perfectly. Common variations:

• The buyer universe is thinner than expected, and the IOI round produces only three serious bids instead of seven. The process may take longer and the final price may be tighter against alternatives.
• A buyer drops out during exclusivity. You go back to the next buyer in line, which is usually a 20 to 30 day reset and a price haircut.
• Diligence uncovers something material. The deal is restructured (earnout for the risk) or repriced (lower base, more contingent). Sometimes the deal dies.
• Market conditions shift. A sector M&A wave reverses; multiples compress; buyers pull back. Few processes that launch in a soft market close at the price contemplated at launch.

A great banker manages these realistically and keeps you grounded. A weak banker either pretends nothing is wrong or panics. Watch for the difference.

The founder's job through all of this

Founders are responsible for running their business throughout the process. The business has to keep performing; any deterioration during the process becomes a buyer's leverage point. Quarterly numbers below plan get treated as evidence of decline. Hit your numbers.

Founders are also responsible for being responsive on diligence requests. The single biggest avoidable delay in most processes is a founder who takes a week to respond to data requests. The buyer experiences this as friction and uses it to renegotiate.

Finally, founders are responsible for trusting (or firing) their banker. If the banker is doing their job, let them do it. Second-guessing every email to buyers is a way to lose deals. If the banker is not doing their job, our firing guide explains how to address it.

And before you ever start: read founder-verified reviews of the firm at BankerNotes. The bankers who consistently get strong reviews on responsiveness and delivery are the ones who run the kind of process described here.