The Anatomy of a 45-Day Acquisition

Most lower middle market deals take six to nine months from first conversation to wire, and a meaningful share never close at all. Time is the single biggest risk in a private transaction; every extra week invites a new question, a softer quarter, or a competing offer. Closing in 45 days is not a stunt. It is a discipline that protects the founder as much as the buyer.

Days 1 to 10: Origination and indication

We do not run auctions and we do not wait on intermediaries. Most of our deals start with a direct conversation, often with a founder who has watched us for a year before replying. By day three we have signed an NDA, received a basic data pack (P&L, balance sheet, traffic and order data, top customers, hosting and platform stack), and run our internal model.

By day seven the founder has a written indication of value with the structure spelled out: cash at close, any rollover, any earnout, and the working capital peg. By day ten we have either signed an LOI with a short exclusivity window or politely passed. We try hard to pass quickly when the answer is no. A fast no is worth more to a founder than a slow maybe.

Days 11 to 30: Diligence in parallel, not in sequence

This is where most deals stall. The standard playbook runs financial, legal, tax, and commercial diligence in series, with each workstream waiting on the last. We run them in parallel against a checklist we have used dozens of times. Our internal team handles commercial and operational diligence directly; outside counsel and a quality of earnings provider work the same data room at the same time.

The list below is what we actually look at in this window. It is deliberately short. Anything outside it can be a confirmatory item handled before signing or a representation in the agreement.

• Quality of earnings on the trailing 24 months, with normalisations agreed in writing
• Customer concentration, channel mix, and 12 month cohort retention
• Platform, payments, and key SaaS contracts (assignability and change of control)
• Tax position across operating jurisdictions, including VAT and any nexus exposure
• Employment and contractor structure, IP ownership, and any open litigation

Two things we deliberately cut. We do not commission a separate market study; if we do not already understand the category we should not be bidding. And we do not chase perfect information on items that are capped by the representation and warranty package. Risk that is small, bounded, and insurable belongs in the contract, not in another two weeks of diligence.

Days 31 to 45: Papering and close

The SPA draft goes out on day 31, not on day 40. Because we use our own template, the negotiation is about the specifics of this business rather than first principles on every clause. We keep the structure light: a working capital adjustment, a defined indemnity basket and cap, a short list of fundamental representations, and W&I insurance where it makes sense. Earnouts are used sparingly, because earnouts are how relationships go wrong in year two.

Capital is the other reason this window holds. Our equity is committed and our debt facilities are pre-arranged, so we are not waiting on a credit committee to read the CIM for the first time. Escrow agents, KYC packs, and signing logistics are lined up in week five rather than week seven. By day 45 the funds flow is signed, the wires are sent, and the operating handover begins the next morning.

Speed is not the goal in itself. The goal is certainty for the founder and a clean first 100 days for the business. A 45 day close is what happens when origination, diligence, capital, and legal are treated as one system rather than four queues.