A Typical Sell-Side M&A Process Timeline

From our extensive M&A experience, we’ve seen firsthand that no two sell-side processes are exactly alike. Some clients prefer to have a handful of conversations (2-4) to gauge the market, while others conduct a conventional, broadly marketed auction to gain a full perspective from potential suitors. Our broadly marketed M&A processes typically follow a standard timeline. In this month’s blog, we’ll break down the key phases, the typical time required for each, and the level of effort to be expected.

1. Preparation

The success of an M&A process begins with thorough preparation. This initial stage focuses on gathering and organizing key company data while defining the buyer universe.

First, management provides an initial data dump to help us assemble the marketing materials. This can include financial information, product overviews, a capitalization table, and other relevant items. After this information is collected, marketing materials and a preliminary buyers list based on market interest and strategic fit are prepared for company review. We ensure that all materials shared with potential buyers are fully reviewed and approved by the client.

The typical timeline for this stage is approximately 2-4 weeks, depending on management’s availability. Management involvement is moderate, as they are responsible for providing the initial data and reviewing draft materials and the buyers list until both are finalized and ready for market.

This phase sets the tone for the deal and ensures the business is presented to the right audience in the most compelling way.

2. NDAs & IOIs

Once the preparation stage concludes, the process is officially launched. Buyer outreach begins with a no-names overview of the company, known as the “Teaser.” Qualified buyers who express interest after reviewing the teaser execute a Non-Disclosure Agreement (NDA) to access confidential information.

Once NDAs are in place, buyers are granted access to a mini dataroom containing the materials prepared during the previous phase. Unlike a full Confidential Information Memorandum (CIM), the mini dataroom allows buyers to quickly review high-priority documents, making the process more efficient.

As buyers review the materials, questions will arise. While some can be addressed on an ad-hoc basis, we also prepare a FAQ document to handle high-level questions efficiently.

Following this, buyers submit an Indication of Interest (IOI), which includes a proposed valuation range and other key considerations. From these submissions, a small, curated group of buyers (typically 4-6 parties) is selected to proceed to the next round.

This phase typically takes 4-6 weeks, depending on business complexity, which may lead to more buyer questions and a more detailed FAQ document. Management involvement at this stage is relatively low. We manage NDA execution (aside from any client approval for modifications) and support buyers in preparing their IOIs. Management is primarily needed to assist with the FAQ document to ensure all responses accurately reflect the business.

This phase filters serious contenders from casual observers and begins to narrow the field.

3. Management Presentations & LOI Submissions

This next phase focuses on deeper engagement with qualified buyers and sets the stage for entering exclusivity with a single party. During this time, any remaining due diligence (DD) requests are addressed. Management also meets with buyers to present a comprehensive overview of the business. We work closely with clients to prepare and refine these presentations.

After presentations are completed and diligence questions are resolved, buyers submit Letters of Intent (LOIs). These documents outline a specific valuation and any proposed deal structures (e.g., equity rollover, earnout). The company’s management team then selects one buyer to enter exclusivity and negotiates the terms of the LOI.

This step generally takes 4-6 weeks, depending on the scheduling of presentations and the LOI submission deadline. Management involvement is high at this stage. While we support the preparation of presentations, adequate time must be invested by the management team to ensure meetings are effective and informative.

This is a pivotal phase where relationships deepen, deal terms start to crystallize, and a single party is selected to move forward.

4. Confirmatory Due Diligence & Close

The final stage focuses on validating assumptions and executing the transaction. Key activities include business and third-party due diligence, additional meetings to clarify any outstanding issues, legal drafting of definitive agreements (including the Sale and Purchase Agreement), and coordination of customer calls and consents. Once all terms are agreed upon, the transaction is finalized, and funds are transferred.

This closing stage typically takes 8-12 weeks, though it can vary based on deal complexity. It also demands the most extensive involvement from management, who are required to address detailed diligence questions and provide key documentation to facilitate closing.

This phase ensures all stakeholders are aligned and that the deal structure is sound before crossing the finish line.

Conclusion

Each of these four stages, Preparation, NDAs & IOIs, Management Presentations & LOIs, and Confirmatory Due Diligence & Close play a vital role in a successful sell-side M&A transaction. By following a structured, disciplined approach throughout the process, sellers can increase deal certainty, maximize value, and minimize execution risk.

Are you considering a sale? Understanding these stages can help you prepare for what’s ahead and make informed decisions every step of the way.