What kills the timeline: not the price, not the diligence, but capital that gets organized after the LOI is signed instead of alongside it. An owner signs the letter of intent, then starts calling lenders, and the 60-day clock is already running while the file is still being assembled. The deals that close on schedule treat capital as a parallel workstream from day one. This is the checklist that makes that possible.

Why 60 days is the real constraint

Most LOIs give you a defined window (often 60 to 90 days) to complete diligence and close. That window assumes financing moves in parallel with legal and operational diligence. When it doesn’t (when capital is a sequential afterthought), the seller loses confidence, competing buyers circle, and the two weeks that kill acquisitions turn into two months. A lender needs time to underwrite, and the underwriting can’t start until the file exists. Readiness is what compresses that.

The checklist, by phase

Before you sign the LOI (readiness posture)

  • Know your capital structure going in. How much equity, how much senior debt, how much gap or bridge capital between LOI and the senior line funding. Have a working answer before you sign.
  • Run your own coverage math. Calculate the pro forma DSCR and FCCR on the combined entity at conservative inputs. If it doesn’t clear 1.25× on honest numbers, you know the problem before the lender finds it.
  • If you’re already a platform, know your total leverage. A second or third acquisition is underwritten on the whole stack, not the deal. Understand leverage stacking before you sign.

Days 1 to 15 (file assembly, in parallel with diligence)

  • Trailing financials for the target (3 years plus interim), tax returns, and AR/AP agings
  • The target’s quality-of-earnings picture, and a clean list of the addbacks you’ll defend
  • A pro forma model of the combined business with pro forma EBITDA built on cash-realistic synergies, not optimistic ones
  • Your own last-3-years financials as acquirer
  • A working-capital peg analysis so the closing adjustment doesn’t blindside anyone

Days 15 to 40 (lender underwriting)

  • Financing request sized to what coverage actually supports
  • Answers ready for the four questions a credit team always asks: total leverage, coverage, collateral, and management depth
  • Personal guarantee terms reviewed before they land in the loan documents, not after
  • A realistic plan for the integration trough, so the lender sees you’ve modeled the cost cluster that comes early

Days 40 to 60 (close)

  • Legal, lien searches, and UCC filings coordinated with the funding timeline
  • Bridge capital lined up if the senior line won’t fund by the closing date
  • Working-capital adjustment reconciled and agreed
  • Funds flow confirmed with every party before the closing date, not on it

The pattern that separates closed deals from dead ones

Deals that close on time share one habit: the capital workstream starts the day the LOI is signed, not the day diligence ends. The buyer walks in already knowing their structure, their coverage, and their leverage, with the file half-assembled. Deals that die share the opposite habit: financing is treated as the last step, started late, and rushed into a window that was never long enough. Readiness is not about having capital in hand. It’s about having the file in hand so the capital can move as fast as the deal needs.

Run your own file first

Thinking about an acquisition and want to know if your combined file is ready to finance? Run the assessment or send us the numbers and we’ll tell you where the gaps are before the clock starts.

Educational only. Nothing here is an offer of credit, a commitment to lend, or advice on any specific transaction.