Anatomy of a Deal: The 7 Phases of M&A (And Where You Fit In)
If you watch financial dramas, you might think M&A is just two CEOs shaking hands on a golf course followed by a press release.
The reality, as I detail in Crack the Street, is vastly different. Deals are "mucky." They are sprawling, messy, administrative marathons that can last 4 to 6 months (or longer).
For an Analyst or Associate, understanding the mechanical phases of a Sell-Side M&A process is your cheat sheet to anticipating what your VP needs before they ask. If you know where you are in the timeline, you know what the "fire drill" is going to be.
Here is the unvarnished roadmap of a typical deal, from the Kick-Off to the Closing Dinner.
Phase 1: Preparation (The Heavy Lift)
Timeline: Weeks 1–4+
This is the busiest phase for the junior team. You aren't just making slides; you are building the asset's entire identity.
The Deliverables
You will be drafting the CIM (Confidential Information Memorandum)—a 50+ page book telling the company's story—and building the comprehensive 3-statement Financial Model.
The Goal: To preempt every due diligence question a buyer might have before they even ask it.
Phase 2: The Launch
Timeline: Week 4–6
We turn the switch on.
The Action
You distribute the Teaser (a 1-4 page anonymized summary) to the "Buyer List" you meticulously curated.
Your Job
Tracking who has opened the email, who is interested, and who is "passing."
Phase 3: Initial Diligence
Timeline: Ongoing
As buyers bite, they sign an NDA (Non-Disclosure Agreement). Once signed, you grant them access to the Virtual Data Room (VDR).
Analyst Reality
You become the gatekeeper of the VDR. You are managing permissions, uploading endless PDF files, and tracking exactly which buyer is looking at which file.
Phase 4: First Round Bids (IOIs)
Timeline: 4–6 Weeks Post-Launch
This is the first moment of truth. We ask buyers to "bid the book."
The Milestone
Buyers submit an IOI (Indication of Interest). This is non-binding, but it gives a valuation range.
Your Job
You take these 10–20 bids and summarize them into a beautiful Excel table or slide for the client, showing who is paying the most.
Phase 5: Second Round (The Deep Dive)
Timeline: 3–4 Weeks
We whittle the group down to a few "Finalists." This is where it gets real.
The Event
Management Presentations (MPs). You, the senior bankers, and the client's management team sit down with the buyers for day-long sessions.
Site Visits
Buyers come to kick the tires (literally, if it's a factory).
Phase 6: The LOI (Letter of Intent)
Timeline: 7–10 Weeks Post-Launch
The finalists submit their final, formal offers.
The Risk
This is where we worry about "Re-trading"—where a buyer tries to lower their price at the last second based on "new findings".
The Prize
The winner gets Exclusivity (usually 4 weeks) to finish the deal without us talking to other bidders.
Phase 7: Closing
Timeline: 10–16 Weeks Post-Launch
The lawyers take the lead to draft the SPA (Sale and Purchase Agreement).
The Finish
Confirmatory diligence is done, money is wired, and the deal is funded.
The Analyst's Secret Weapon: The Investor Tracker
Throughout all 7 phases, there is one document that rules your life: The Investor Tracker.
This is the central database where you log every interaction with every potential buyer (200+ rows is not uncommon). The Client expects a detailed update on this tracker every single week.
If you want to impress your VP, own this tracker. Keep it flawless. If you mess this up, the client (and your MD) loses visibility on the entire deal.
For a deeper dive into the specific deliverables like the CIM and the exact columns to include in your Investor Tracker, check out Part III, Section F of Crack the Street.
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