LOI to close, mechanics & playbooks
Deal Process
Practitioner guides to the mechanics of getting from term sheet to close: LOI terms, exclusivity, working capital, earn-outs, escrows, and closing discipline.
8 min · vc, corp-dev, corp-finance, strategic
Letter of Intent: Key Terms That Matter
What sophisticated buyers and sellers fight over in an LOI: price mechanism, exclusivity, conditions, no-shop carve-outs, and the binding vs non-binding split.
8 min · vc, corp-dev, corp-finance, strategic
Managing the Exclusivity Period
How sell-side advisors and buyers should use the exclusivity window: deadlines, milestone gates, extension etiquette, and what to do when momentum stalls.
8 min · vc, corp-dev, corp-finance, strategic
The Working Capital Mechanism at Close
How the working capital peg, target, and true-up actually work — and why most disputes after close are about its definition, not its arithmetic.
8 min · vc, corp-dev, corp-finance, strategic
Designing Earn-Out Structures
Why earn-outs fail more often than they succeed, and how to design metrics, governance, and acceleration triggers that survive contact with reality.
8 min · vc, corp-dev, corp-finance, strategic
Reps & Warranties Insurance Explained
How W&I/RWI insurance actually prices and pays out, where it genuinely de-risks a deal, and the underwriting exclusions buyers consistently underestimate.
8 min · vc, corp-dev, corp-finance, strategic
Escrow and Holdback Mechanics
Sizing, duration, release schedules, and dispute mechanics for escrows and holdbacks — and how RWI insurance has shifted the negotiation.
8 min · vc, corp-dev, corp-finance, strategic
A Practical Closing Checklist
A working closing checklist organised by workstream: conditions precedent, deliverables, funds flow, ancillaries, and the Day 1 handoff list.
8 min · vc, corp-dev, corp-finance, strategic
Signing vs Closing Conditions
The difference between sign-and-close and split signing, the conditions precedent that actually get negotiated, and the MAC clause in modern practice.
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