Stage one: transaction readiness
Before anything is presented, the material has to be capable of answering the questions a professional buyer will ask. Leases, rent roll, cost schedules, planning documents, technical reports, corporate documents, financing agreements — complete, current and internally consistent.
The purpose is not tidiness. Every gap discovered later becomes a negotiating argument for the other side, and gaps discovered in sequence rather than at once cost credibility each time.
Stage two: positioning and counterparty selection
What is being sold, to whom, and why should they care? A transaction has an equity story, whether or not anyone writes it down: the reason this asset makes sense for this type of buyer at this point in the cycle.
Counterparties are then selected against that story rather than against a general list. Approaching parties who cannot act is not neutral — it consumes confidentiality without producing information.
Stage three: indication and letter of intent
An indicative offer establishes a price range and, more importantly, the assumptions behind it. A letter of intent narrows this into a working framework: price, structure, timetable, exclusivity, conditions and the scope of due diligence.
The LOI is where most later disputes are either prevented or created. Points left deliberately vague to keep momentum tend to return at the worst possible moment — usually when both sides have already spent money.
Stage four: due diligence
Technical, commercial, legal and tax review run in parallel, each with its own questions and its own advisers. The coordination task is to keep them working from one version of the truth and to keep the flow of information ordered.
Findings are normal. What matters is how they are handled: quantified, allocated to one side or the other, reflected in price or in the contract, and closed rather than left hanging. An unresolved finding does not disappear at signing; it reappears at closing.
Stage five: purchase agreement
The commercial understanding becomes a legal instrument: representations and warranties, liability caps and thresholds, retentions or escrow, conditions precedent, closing mechanics and the treatment of the period between signing and closing.
This work belongs to qualified legal advisers. The transaction task around it is to ensure they are briefed on a settled commercial position rather than asked to draft around unresolved questions — see transaction structuring.
Stage six: signing and closing
Between signing and closing, conditions have to be satisfied: approvals, financing, waivers, sometimes lender or partner consents. Each has an owner and a date, and someone has to track them.
Closing itself is administrative if the previous stages were done properly, and chaotic if they were not. The quality of a process is visible in how quiet its final week is.
This article describes general market practice. It is not legal, tax or investment advice and does not replace an assessment of the individual case.
