From LOI to Close  Andrew Wilkinson   Tiny s Week-by-Week Timeline

From LOI to Close: Andrew Wilkinson & Tiny’s Week-by-Week Timeline is my plain-English guide to closing fast without cutting corners.
I’ll show you exactly what to do each week, who owns what, and how to keep leverage while staying friendly.
I’ll keep every sentence on its own line.
I’ll add checklists, examples, and internal links so you can move today.

What “From LOI to Close” Actually Covers

This timeline starts the day the LOI is signed and ends when funds hit your account.
Economics are non-binding, guardrails are binding, and speed comes from sequencing.
My goal is certainty with minimal drama.
For crisp writing that gets faster replies, see our blog post: I Don’t Respond to Long Emails.

Week 1, Day 1–3: Kickoff, Calendar, and Owners

I schedule a 45-minute kickoff with one page of goals and owners.
I publish a shared checklist with domains, tasks, due dates, and the single person accountable.
I open one email thread for Q&A to prevent drift.
For a mindset reset on ruthless focus, see our blog post: Delete 95% of Your Email.

Copy-paste agenda:

• Close date target.
  
  
• Diligence domains and owners.
  
  
• SLAs for responses (e.g., 24 hours).
  
  
• Escalation path and meeting cadence.
  
  

Week 1: Data Room “Vital 20%” Goes Live

I upload only what unlocks decisions first.
I hold the rest in reserve to keep signal high.
Clean beats clever every time.

Upload first:

• TTM P&L tied to bank and last 3 fiscal years.
  
  
• Cash→accrual bridge with labeled add-backs.
  
  
• Top-20 customers by month for 36 months with GRR/NRR.
  
  
• AR/AP aging and inventory or deferred revenue schedules.
  
  
• Key contracts with change-of-control and IP assignments.
  
  
• Org chart, top 10 SOPs, access hygiene/SSO, backups, RTO/RPO.
  
  

Week 1: Financial Tie-Outs in 48 Hours

I reconcile revenue to bank deposits with samples any CFO would accept.
I evidence add-backs with receipts and one-sentence rationales.
I bridge EBITDA to unlevered free cash flow so everyone prices the same number.
For QoE-lite structure, see our blog post: Quality of Earnings for SMBs.

Week 1: Working Capital Peg Locked Early

I set the peg from 12 monthly snapshots and define inclusions and exclusions in one paragraph.
I agree to a dollar-for-dollar true-up above or below the peg.
This single paragraph moves six figures at closing.
For the one-page primer, see: Working Capital Peg Explained.

Copy-paste line:
“Net Working Capital equals current assets (including AR net of reserve and inventory at lower of cost or NRV) minus current liabilities (including AP and accrued), excluding cash, debt, income tax balances, and non-operating items, GAAP-consistent with past practice.”

Week 1: Legal & IP Baseline Set

I confirm cap table, option grants, IP assignments, and change-of-control triggers.
I list third-party consents and owners for each outreach.
Boring legal is fast legal.
For story over jargon, see: Never Tell, Always Storytell.

Week 2: Customer Calls Without Drama

I propose 3–5 references with short, scripted questions.
I time calls after initial verification but before definitive docs finalize.
I brief customers with a one-page continuity note so the call builds confidence, not fear.

Script themes:

• Why you stay.
  
  
• What would make you leave.
  
  
• Pricing headroom and switching friction.
  
  

Week 2: Tech & Security Verification

I review architecture, vendor dependencies, privilege hygiene, backups, RTO/RPO, and the incident log.
If one engineer is critical, we write a short, paid knowledge-transfer plan.
I verify that access can be rotated on Day-1 without breaking the machine.

Week 2: Tax & Compliance Sweep

I list jurisdictions, filings, and exposure in two bullets each.
I confirm sales tax or GST/VAT, payroll, and privacy posture.
No skeletons and no surprises.

Week 2: Drafting the SPA and Schedules

I ask counsel to draft with tight definitions and short survival periods.
I keep economics flexible but lock guardrails like peg, escrow, reps caps, and dispute mechanics.
I use samples for closing statements so math matches prose.

Week 3: Negotiate Terms Without Losing Speed

I trade headline for certainty when needed.
I prefer more cash at close, a modest escrow, and limited indemnity.
I avoid long, murky earnouts unless there’s a near-term catalyst we both believe in.
For real-world math, read: The Andrew Wilkinson & Tiny Guide to Earnouts vs Cash Upfront.

Week 3: Financing and Funds-Flow Prep

I confirm wires, escrow agent, peg mechanics, and timing.
I draft a funds-flow memo that names every account and amount.
I collect payoff letters and lien releases early to avoid last-day chaos.

Week 3: Third-Party Consents and Approvals

I sequence customer, landlord, vendor, and regulator consents.
I provide templates and keep a tracker with owner and due date.
I avoid asking for consents too early unless the contract demands it.

Week 3: Integration & Day-1 Plan

I write a one-page Day-1 memo covering access, communication, and “what is not changing.”
I define KPI cadence and owners for the first 90 days.
I keep teams intact and remove distractions.
For rhythm, see: 02: Journaling With AI.

Week 4: Final Markups and Signature Sequence

I freeze issues by priority and kill bikeshedding.
I set a signing order and confirm who presses the button and when.
I run a pre-close checklist with timestamps for each step.

Week 4: Closing Mechanics—Wires, Escrow, and Peg True-Up

I circulate final funds-flow for signoff.
I confirm escrow amounts, survival periods, and claim process.
I finalize the closing balance sheet and calculate the peg adjustment.

Week 4: Team and Customer Communications

I send the Day-1 memo before the announcement.
I brief managers first, then all-hands, then key customers.
I keep messages human, numbered, and short.
For tone that lands, see: I Don’t Respond to Long Emails.

Week 4: 90-Day Transition Calendar

I calendarize the first twelve weekly check-ins with owners and agendas.
I list knowledge-transfer milestones and “definition of done.”
I publish a risks register with mitigations and review cadence.

Red Flags Between LOI and Close (And Fast Fixes)

Trust-me add-backs, vague recognition policies, and off-platform payments kill deals.
Platform dependency without mitigations slows terms.
Fix with receipts, clear definitions, and a two-bullet action plan.

Templates You Can Copy Right Now

One-thread subject line.
“LOI→Close | {Company} | Week {#} Status + Decisions”.
Weekly status format.
Decisions, blockers, owners, next 7-day plan.
Reference call invite.
Three questions, 15 minutes, thank-you credit or donation.
Day-1 memo.
What’s not changing, who to contact, next milestone, first KPI meeting.

FAQs

How fast is “fast” from LOI to close.
Thirty days is realistic with owners, SLAs, and the Vital 20% live on day one.

Do I need audited financials.
No.
I need reconciled statements tied to bank and a clean cash→accrual bridge.

What’s the biggest time sink.
Undefined peg math and scattered Q&A threads.
Lock the peg and keep one thread.

Can I still get a good price without an earnout.
Yes.
Trade complexity for cash and use a modest escrow.

How big should escrow be.
Often 5–15% for ~12 months with a cap and a small basket.

When do customer calls happen.
Week 2 after initial verification and before SPA finalization.

What if my top customer is 30% of revenue.
Show contract terms, renewal history, and a dilution plan.
We’ll price the risk but we won’t guess.

How do you handle platform risk.
Name it, show owned-channel progress, and publish a 90-day mitigation plan.

Who writes the closing statement.
Buyer prepares, seller reviews against SPA definitions and exhibits.

What kills deals late.
Hidden liabilities, murky revenue recognition, trust-me add-backs, and last-minute AP/AR games.

What should my weekly email look like.
Numbered bullets, one ask per line, decisions up top, and owners on every open item.

How do I keep my team calm.
A Day-1 memo, clear roles, and a weekly KPI cadence.
No surprise meetings.

Conclusion

From LOI to Close: Andrew Wilkinson & Tiny’s Week-by-Week Timeline is about sequencing the right checks, locking the peg early, and keeping communication painfully clear.
Run the Vital 20%, verify cash, codify terms, and publish a Day-1 plan, and you can close in ~30 days with more cash and less drama.
Get Your Copy of Never Enough at https://www.neverenough.com/

‍