Article
Timelines, and what actually sets the critical path
Honest durations for each stage, the dependencies that cannot be compressed, and the delays that are avoidable.
Why nobody can give you a date
The honest answer to "how long will this take" is that it depends on things that are not yet known, and anyone offering a firm number before diligence has started is guessing.
What can be described accurately is the shape of the process: which stages have to happen in order, which can overlap, and which of them are the ones that actually slip. That is more useful than a number, because it tells a buyer where to push and where pushing achieves nothing.
One general rule holds across almost every deal in these sectors. The funding process starts later than the buyer's own process, because it depends on outputs from it, and it finishes last. So the completion date is usually set by the lender's timetable rather than by the buyer's or the seller's, which is why buyers who start the funding conversation late lose more time than they expect.
The stages, and what each really takes
Finding the business. Open-ended, and the part buyers underestimate most. A well-defined brief shortens it considerably, and a vague one can extend it for a year. Where a buyer is approaching owners directly rather than waiting for listings, this stage is entirely in their own hands. What a workable brief contains is in defining objectives.
Offer to heads of terms. Weeks rather than months, and it can be days where both sides are clear. It takes longer when the payment structure has not been thought through, because each version has to go back and forth. What belongs in the document is in heads of terms.
Diligence. Weeks, not days, and how many depends on the structure and on how well the seller's records are kept. An asset purchase of a small, tidy business is at the short end. A share purchase of a company with a long history, property, multiple contracts and a few unresolved items is at the long end and can run to a couple of months. Poor records are the single biggest multiplier.
The lender's process. Runs partly in parallel and cannot finish until diligence has produced its outputs. An initial view can come quickly. Full credit approval takes considerably longer, and the security and legal work that follows approval is a separate exercise again, carried out by the lender's own solicitor at the borrower's cost.
Legal drafting and completion. The sale agreement, disclosure, the security documents and any intercreditor or subordination deed overlap with the end of diligence and continue after it. Where more than one funder is involved, the multi-party documents are their own stage and do not compress, which is the point made in stacking facilities. What happens on the day itself is in completion.
What can run in parallel, and what cannot
Plenty overlaps. The four diligence streams run alongside each other. The buyer's paperwork for the lender can be assembled from the first day. Solicitors can start drafting while diligence is still running. Landlord and third-party consents can be requested early, and should be, because they depend on other people's diaries.
Three dependencies are genuinely sequential, and they set the critical path.
- Financial diligence has to produce the quality of earnings analysis before a lender can size the facility properly against it.
- Credit approval has to be in place before the lender's solicitor is instructed on security, because nobody pays for security work on a deal that has not been approved.
- Security has to be in place, and conditions precedent satisfied, before funds are released.
Everything else can be pulled forward. Those three cannot, and a timetable that assumes otherwise will slip.
What actually causes the delays
Very few deals are held up by the commercial negotiation. The recurring causes are administrative and almost all of them are avoidable.
- Evidence of source of funds. Perfectly legitimate money in an account with a complicated history takes weeks to explain. Preparing it before an offer is accepted removes the delay entirely.
- The seller's records. A fee ledger or customer analysis that has to be built from scratch during diligence holds up everything behind it.
- Third-party consents. Landlord consent to assign a lease, a franchisor's approval, a major customer's consent under a change of control clause. None of these move at the pace of the deal.
- Accreditation transfers. In regulated trades the approval process runs on its own timetable and does not accelerate because a completion date has been agreed.
- Multi-party documents. A subordination deed needs the bank, the seller and the buyer to agree. Three diaries, one document.
- Capacity. Solicitors, accountants and credit committees all have queues, and holidays are real. August and the fortnight either side of Christmas are slower everywhere.
- Going back to the market late. A lender that declines or reprices in week ten means restarting a process that took nine weeks, with a seller who has been waiting.
What genuinely speeds it up
Preparation, almost entirely. A buyer with their own paperwork ready, evidence of funds in order, a clear brief and a solicitor already instructed removes weeks from the timetable without asking anybody to work faster. The general list, in the order a lender tends to ask for it, is our document checklist.
Two other things help disproportionately. Starting the funding conversation before heads of terms are signed, so the structure is tested rather than discovered. And one person holding the whole timetable, with the dependencies visible, rather than each professional managing their own piece in isolation.
What a deadline does to a deal
Sellers sometimes have a fixed date in mind: a retirement, a tax year end, a health reason, a personal commitment. That is legitimate, and it is worth knowing early because it changes what is possible.
A genuine deadline concentrates minds usefully. What it must not do is compress the parts that protect the buyer. Diligence scoped down to meet a date, a handover left undesigned, or a lender rushed into a facility that has not been properly compared are all decisions being made by the calendar rather than by anybody. In succession sales, where the timetable is usually the seller's, that pressure is at its strongest and the shape of the deal matters most, as set out in succession and retirement sales.
Where a deadline genuinely cannot move and the funding cannot be completed in time, the honest options are a different structure with more deferred, or a short-term facility to complete followed by longer-term funding afterwards. Both are real answers, and both cost something.
Getting the funding side started early
The part of the timetable a buyer has least visibility over is the lender's, and it is the part that sets the completion date. Knowing which lenders are active in your sector, what they will want and roughly how they work saves more time than any amount of chasing later.
We know this market and we know specific people who fund acquisitions in HVAC, accountancy practices and the other trade services sectors. Tell us the shape of the deal as early as you can, and we come back to you with who can fund it and what they will need.
We introduce buyers who are acquiring through a limited company or a NewCo. If you are buying personally, as a sole trader or as a partnership, we will point you to an authorised firm directly instead.
Start the funding conversation earlier than feels necessary
The lender's process starts later than the buyer's and finishes last, so it sets the completion date. Tell us the shape of the deal early and we come back to you with who can fund it and how long that side will take.