Once both sides sign the LOI, the mechanical close runs on a fairly predictable 30–60 day track.
Days 1–10: Diligence. Buyer reviews data room, asks follow-ups, conducts ride-alongs. Buyer's lender (if any) starts their underwriting in parallel.
Days 10–25: Definitive agreements. Asset Purchase Agreement (APA) drafted by buyer's attorney. Seller's attorney reviews and redlines. Common negotiation points: working capital adjustment, customer transition warranties, non-compete scope and duration, escrow holdback amount and release conditions.
Days 25–40: Financing close. Lender finalizes terms, issues commitment letter. UCC searches and lien releases on equipment. Insurance binders confirmed for the buyer.
Days 40–55: Pre-close logistics. Customer transition letter drafted (signed by both parties, mailed day-of-close). Software access transitioned. Bank accounts and merchant processors set up for the buyer. Final walkthrough of equipment.
Closing day. Funds wire from buyer (or escrow) to seller. APA and bill of sale executed. Customer letter goes out. Seller hands over keys, codes, passwords. Champagne.
Days 1–60 post-close. Seller stays involved per the transition agreement (typically 2–8 weeks of ride-alongs and on-call support). Escrow holdback (often 10–15% of purchase price) releases at 90 or 180 days based on retention thresholds.
Common surprises. State sales-tax registration changes, surprise UCC liens from old equipment loans the seller forgot about, merchant processor holds on the buyer's new account. None are deal-killers; all add days if not anticipated.