The Key Steps Between Heads of Terms and Completion

Signing Heads of Terms (HoTs) often feels like the finish line. In reality, it is the halfway mark. Between HoTs and completion lies a crucial period where the deal is tested, negotiated, and finalised. Understanding what happens in this phase can make it less daunting and help keep the process on track.

1. Due Diligence

Once HoTs are signed, the buyer conducts detailed due diligence across financial & tax, legal, commercial, and sometimes technical areas. It is their chance to verify that everything presented during negotiations holds up under scrutiny.
The best preparation is transparency. Sellers who provide organised, accurate information through a well-managed data room make the process faster and easier for everyone.

2. Legal Documentation

The legal phase translates commercial terms into binding contracts. Key documents typically include:

• Share Purchase Agreement (SPA): defines what is being sold, at what price, and under what conditions.
• Disclosure Letter: where the seller discloses known issues to ensure no warranty claim can be brought. 
• Service agreements: if the seller stays on for a period after the sale.
• Investment Agreement / Articles: this is documentation used if selling to Private Equity, it confirms the rollover element of the deal.

It is vital that your advisor and lawyer work closely to ensure the legal drafting reflects your commercial intent. We regularly introduce lawyers that we trust and have worked with numerous times.

3. Final Adjustments

It is common for small adjustments to be made before completion, such as working capital true-ups or updates to warranties. This is flushed out following the DD process. Experienced advisors help keep these negotiations focused and ensure value isn’t lost.

4. Completion

Once all conditions are satisfied, documents are signed, funds are transferred, and ownership changes hands. While completion day can be anticlimactic, it represents months or even years of hard work.



In summary

The period after Heads of Terms is where deals are either solidified or derailed. Staying responsive, transparent, and well-advised during this stage dramatically increases the likelihood of a successful close.

At La Salle, we have many years of experience guiding clients through this stage.

The period between HoTs and completion can be intense, and emotions often run high on both sides. We act as a steady hand throughout, bringing calm, clarity, and objectivity. Our team is always available when clients need us, and we manage the process with the kind of steady nerves that only come from working on transactions day in, day out.

If you have questions about this, or any stage of a deal, reach out in confidence and we'll be happy to talk you through the process.