CB Energy Business Consulting

The Money Doesn't Move Until Three More Things Do.

Signing feels like the finish line. It's actually the start of the final stretch, and it's still one where things can move the wrong way.

Somewhere in the middle of a deal, signing becomes the thing everyone is working toward. Diligence gets survived, the purchase agreement gets negotiated line by line, and then one day it gets signed. It feels like the deal. Champagne feels appropriate. For a lot of owners, it also feels like permission to exhale.

It isn't the deal yet. In most transactions, there's a real gap between signing and closing, often four to twelve weeks, sometimes longer, and the money does not move until that gap closes. What happens inside it still shapes whether the deal actually happens, and what it's actually worth when it does.

What Actually Still Has to Happen

A signed purchase agreement means the terms are set. It doesn't mean the mechanics behind those terms are finished. On the buyer's side, financing usually still needs to be finalized, lenders confirm, funds get committed, documentation gets completed. Regulatory or third-party consents, landlord approvals, key contract assignments, licensing transfers, still need to come through. And the working capital calculation that determines the final purchase price still has to be run against real numbers, not the estimates everyone was working off of when the agreement was signed.

None of that is automatic, and none of it is fast. It's also exactly the kind of work that diligence was supposed to de-risk. Getting through diligence and to a signature doesn't mean the deal is safe. It means it's entered its final, and in some ways most consequential, stretch.

Why This Stage Gets Misread

Signing is the emotional peak of the process, and it's tempting to treat it that way operationally too. The problem is the buyer isn't done evaluating. They're still watching performance and confirming that nothing material has changed since the numbers they underwrote in diligence.

The sellers who close cleanly are the ones who keep running the business exactly as if the deal weren't happening. Not coasting, not front-loading vacation, not letting the pipeline go quiet because the exit is "basically done." The business a buyer agreed to buy is the business they expect to receive at closing, and the only way to guarantee that is to keep running it like nothing has changed.

What Can Still Go Wrong

None of this is common after a clean diligence process, but it happens. Financing can fall through. A material adverse change clause can get invoked if performance dips or something unexpected surfaces. A required consent can get delayed past the timeline everyone assumed. Each of these is more survivable when a seller's advisors are still actively engaged through closing, not treating the signature as the finish line the way the seller might be tempted to.

This is also why the terms negotiated earlier in the process still matter here. A well-structured agreement anticipates this window and protects a seller inside it. A loosely written one leaves more room for something to go sideways.

The Financial Stakes Are Still Live

The working capital true-up gets calculated against the actual closing date, not the date the LOI or purchase agreement was signed. That means every operating decision made in these final weeks, what gets collected, what gets paid, what inventory gets ordered or held, still directly affects the number a seller actually walks away with.

A signature locks in the terms. It doesn't lock in the number. That's still being written in real time, right up until the closing date arrives.

What the Seller's Job Actually Looks Like Now

Not resting. Staying operationally engaged, staying responsive to remaining buyer requests, and treating the business with the same discipline as before signing. The owners who struggle in this window are usually the ones who quietly disengaged the day the agreement was signed, mentally moved on, and left the last few weeks to run themselves.

The owners who close cleanly treat this stretch as part of the job, not the epilogue.

Enterprise Value Work Doesn't Stop at Signature

The same thinking that shapes deal readiness long before a process ever launches still applies in the signing-to-close window. Several of the mechanisms that determine final price, working capital chief among them, are still active right up to the closing table. Treating them that way is what turns a signed deal into a closed one, on the terms a seller actually agreed to.

Signing to Close

Somewhere between signature and closing, mid-deal?

This window carries more risk and more upside than most sellers expect. Email us and mention "Signing to Close" for a private conversation about what to stay on top of before your wire hits.

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