What does a sale process actually involve?
Four phases, run in the same order every time. Preparation builds the asset before the market sees it: the normalized earnings bridge, the vendor quality-of-earnings review, the operating model, the teaser, the confidential information memorandum, and a data room built and indexed before anyone asks for it. Marketing releases the business to a buyer list the seller has approved, tier by tier, against a published calendar. Diligence manages what the buyer verifies, through a single question-and-answer channel and staged disclosure. Close converts a bid into funds received, with the economics locked at the letter of intent rather than left to the definitive agreement.
Each phase exists to protect the price set in the previous one. The memorandum makes the claims; the data room must prove them; the management presentation is where buyers test whether the people match the paper. A claim that appears in the CIM and cannot be evidenced in the room is not neutral, it is a retrade delivered in advance.
The artifacts are covered one by one in the linked positions: what belongs in a CIM and what does not, how a data room is staged so sensitive material moves only as bidders earn it, and what buyers are actually testing in a management presentation.
How long does it honestly take?
No publisher issues a launch-to-close duration series for middle-market processes, so any confident average is unsourced. What we hold to from mandate practice: preparation runs four to eight weeks for a business already in order and considerably longer where earnings need normalizing; teaser to indications of interest is roughly three to five weeks; indications to a signed letter of intent, another four to eight; and the letter of intent to closing, sixty to a hundred and twenty days. Plan on nine to twelve months end to end, with preparation the variable.
The trend is lengthening, and it is measured. Among 150 senior US investment bank executives surveyed in late 2025, 73% expected diligence to become more complex over the following twelve to twenty-four months, and of the firms already seeing extended timelines, 57% reported one to three additional months; 51% called technology diligence the single most burdensome element and 84% anticipated increased cybersecurity scrutiny (SRS Acquiom and Mergermarket, M&A due diligence study, published 23 February 2026). The four-to-six-month cycle owners remember from the 2010s is not the current baseline.
What the calendar is for: dates published to bidders and enforced, because a deadline that slips once stops working as a deadline. Momentum is not speed. A rushed launch into unfinished earnings work is slower than a prepared one, because every finding surfaces mid-process, where it costs price instead of time.
Where do deals actually die?
After the letter of intent, mostly. Roughly one in three signed LOIs never closes, and 30% to 40% of launched sell-side processes never produce a transaction at all (Axial, Dead Deal Report, 2025, on a population of failed lower-middle-market transactions). Almost half of the failures trace to diligence: something the buyer found that the seller had not surfaced, evidenced, and priced first.
The mechanism is leverage inversion. A seller's negotiating position peaks the day the LOI is signed and exclusivity begins; from that day the buyer verifies, the alternatives go quiet, and every finding arrives as a choice between a price reduction and starting again. That is why the economics and the structural terms, the working-capital peg, the escrow, any earnout mechanics, are locked at the LOI rather than left open, and why the preparation standard we work to is that confirmatory diligence turns up nothing we have not already found.
The failures that are not diligence are mostly time. Findings accumulate and conviction decays the longer a process runs, buyers cool, quarters turn, and financing windows move. A process designed to be short where it can be and evidenced where it cannot is the practical defence against both failure modes at once.