Grow with Purpose. Acquire with Confidence.
A guide to the buy-side M&A process for corporate acquirers and private equity firms.
Shown for a single acquisition. Stages overlap, and timing varies with target availability, owner readiness, financing, the scope of diligence, and any required approvals. Every search follows its own schedule.
20-second overview of the buy-side process
Overview
Six stages, from strategy to integration
Illustrative timeline: 6–12+ months
See how an acquisition typically unfolds, then explore each stage in detail below. Press Play for the 20-second overview, or select a stage.
Windows are illustrative and overlap. Faded bar ends indicate stages that can run longer.
Read the overview
Completing an acquisition typically takes six to twelve months or more. We help define your acquisition strategy and criteria, identify and screen targets, and make confidential approaches to owners. Then, we assess value, structure and negotiate offers, coordinate diligence, and support you through definitive agreements, closing, and the transition.
Timing is illustrative. Some searches take longer, and stages often overlap.
What happens at each stage?
Each stage builds on the one before it, and several run in parallel. Select a stage to see what happens, what is expected of you as the acquirer, and how The McLean Group helps.
01Define StrategyWeeks 1–4 · Clarify your objectives and acquisition criteria.
What happens
A disciplined search starts with why you want to acquire: new markets, customers, capabilities, or geographies, and whether acquiring is a better path than building. That rationale becomes clear acquisition criteria, such as industry, size range, location, capabilities, and ownership profile.
At the same time, you confirm practical parameters: available capital and financing sources, preferred deal structures, internal approval steps, and your capacity to integrate an acquired business.
Your role
Articulate the strategic rationale, set criteria and a budget, name the internal deal team and decision makers, and confirm financing parameters with your lenders or investors.
How The McLean Group helps
We pressure-test the investment thesis, translate it into practical screening criteria, share market perspective on valuation and target availability, and set the process plan and timeline.
Key deliverables and decisions
Written acquisition criteria; approach strategy; engagement terms; agreed confidentiality and communication protocols.
Considerations
- Private equity sponsors often distinguish between platform investments and add-on acquisitions, which call for different criteria.
- Targets in regulated sectors, such as government contracting or healthcare, can carry specialized diligence and approval requirements that affect timing and structure.
02Identify TargetsMonths 1–3 · Research and screen the target universe.
What happens
A broad universe of potential targets is built from industry research, databases, and market relationships, then screened against your criteria. Priority companies are profiled for ownership, estimated size, and strategic fit.
The search can include companies already being marketed by another advisor and companies that are not currently for sale.
Your role
Review and refine the list, identify existing relationships or companies to avoid, and approve the priority list and approach order.
How The McLean Group helps
We conduct the research and screening, prepare target profiles, provide market context, and maintain a tracked list as the search progresses.
Key deliverables and decisions
Target long list; prioritized short list; target profiles; outreach plan.
Considerations
- Financial information about private companies is estimated at this stage and is confirmed only after a target shares its own data.
- Targets that are competitors, customers, or suppliers may call for additional care in how and when you are identified.
03Engage TargetsMonths 2–5 · Confidentially approach priority companies.
What happens
Owners of priority companies are approached on your behalf, often without naming you at first, to gauge their interest in a conversation. Interested parties exchange nondisclosure agreements (NDAs), share initial information, and meet.
For companies already being marketed, the process follows the seller’s timeline: reviewing the teaser and confidential information memorandum (CIM) and meeting bid deadlines.
Your role
Participate in introductory meetings, share your vision for the business with owners, answer their questions about your organization, and maintain confidentiality internally.
How The McLean Group helps
We lead outreach and follow-up, frame your message to owners, coordinate meetings, work with counsel on NDAs, manage information requests, and help you understand each owner’s motivations.
Key deliverables and decisions
Executed NDAs; initial financial and operating information; meeting summaries; assessment of each target’s interest and fit.
Considerations
- Many owners are not actively seeking a sale, so outreach may take patience and several conversations.
- Owners often weigh more than price, including the future of their employees, their own role, and the company’s legacy.
- Competitive sale processes run by other advisors set their own rules and deadlines.
04Value and OfferMonths 3–6 · Assess value and structure a competitive offer.
What happens
Information from the target is analyzed to build a valuation, typically considering normalized earnings, comparable transactions, and projected cash flows, along with a disciplined view of any expected synergies.
An indication of interest (IOI) may come first, followed by a letter of intent (LOI) and a period of exclusivity. An LOI is generally nonbinding with respect to the acquisition itself, while certain provisions, such as exclusivity and confidentiality, may be binding.
Structuring the offer
- Cash at closing
- Rollover equity retained by the seller
- Earnouts tied to future performance
- Seller financing
- Working capital target
- Seller’s post-closing role and key employee arrangements
Your role
Approve the valuation range and the price at which you would walk away, approve offer terms, and confirm financing.
How The McLean Group helps
We prepare the valuation analysis, model structure alternatives, negotiate terms with the seller and its advisors, and coordinate with your lenders.
Key deliverables and decisions
Valuation analysis; indication of interest; signed LOI; exclusivity period; confirmatory diligence plan.
Considerations
Structure can help bridge a gap between price expectations. Clear LOI terms on price mechanics, working capital, and diligence scope reduce the risk of renegotiation later.
05Complete DiligenceMonths 5–9+ · Confirm the investment thesis and key risks.
What happens
After the LOI, you and your advisors conduct confirmatory diligence to validate earnings, customer relationships, contracts, working capital, and the assumptions behind your valuation. Findings may be addressed through price, structure, or terms in the purchase agreement.
This work proceeds in parallel with negotiation of the definitive purchase agreement, financing, and integration planning.
Typical diligence areas
- Financial, often including a quality of earnings (QoE) review
- Tax
- Legal and contracts
- Commercial and customer
- Operational
- Human resources and benefits
- Technology and cybersecurity
- Insurance and, where relevant, environmental
Your role
Engage your diligence providers, such as accountants, attorneys, and insurance advisors; make decisions on findings; finalize financing; and begin integration planning.
How The McLean Group helps
We coordinate workstreams and the timeline, manage information requests with the seller, help synthesize findings, assess their effect on value and terms, and support negotiations.
Key deliverables and decisions
Diligence findings and reports; quality of earnings review; negotiated purchase agreement and disclosure schedules; financing commitments.
Considerations
Some industries add specialized review. For government contracting targets, for example, diligence may cover contract assignment and novation, small business size status, security clearances, and foreign ownership. These requirements depend on the specific transaction and are evaluated with legal counsel and relevant specialists.
06Close and IntegrateMonths 6–12+ · Finalize agreements and plan the transition.
What happens
The parties finalize the purchase agreement and related documents, such as employment or transition services agreements and escrow arrangements. Required approvals and third-party consents are obtained, financing is funded, and closing conditions are satisfied.
A funds flow memorandum sets out where money goes at closing, and ownership transfers to you.
Your role
Approve final documents and the funds flow, fund the purchase price, and lead communications with employees, customers, and partners of the acquired business.
How The McLean Group helps
We manage the closing checklist, coordinate the parties, review the funds flow, and help resolve final issues so the transaction closes on schedule.
Key buyer protections, in plain language
Considerations
Larger transactions may require premerger notification under the Hart-Scott-Rodino (HSR) Act, and regulated industries can involve additional approvals, some of which occur after closing. Applicability is evaluated with counsel.
After closing
- Integration: executing the plan for people, systems, customers, and reporting
- Notifications: to employees, customers, suppliers, and other parties, as applicable
- Purchase price adjustments: final working capital and other post-closing true-ups
- Ongoing obligations: any agreed earnout measurement, seller transition support, or rollover equity arrangements
This overview is for general informational purposes only and does not constitute legal, tax, accounting, or investment advice. Every transaction is different. Timing, structure, and requirements depend on the specific circumstances and should be evaluated with qualified advisors.
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