The Go/No-Go checklist

A 6-step process for the six sections of the checklist.

• A: Deal snapshot Confirm you can state each item clearly: company name, industry, location, reported revenue, your implied EBITDA range, the seller's price expectations if shared, your preliminary valuation range, and your preliminary structure outline. If (A)
• B: Thesis clarity Answer three questions in plain language. Why does this business make money? What is the defensible edge that keeps it from being a commodity? What is the realistic value creation path with your ownership? If any answer is still generic, yo (B)
• C: Proof test outcome Confirm Tier 1 validation is complete. Bank deposits versus revenue tie-out is acceptable or explained with documentation. Customer concentration risk is understood and priceable or structurable. Expense patterns do not indicate manipulatio (C)
• D: Deal killer scan outcome Confirm structural viability across all five areas: customer concentration is survivable or protectable, owner dependency has a credible transition plan, legal and regulatory exposure is clean or containable, key assets and IP are transfera (D)
• E: Top risks and protections List your top three risks and the specific protection for each. Protections must be concrete: earnout terms tied to a specific metric, seller note with stated terms, escrow or holdback amount and duration, retention bonus for key employees, (E)
• F: Must-verify items post-LOI List three to five items that could materially change your price, structure, or decision. For each, write the specific test you will run and the output you are looking for. If you cannot define the test, the item is too vague. These items b (F)

• Deal snapshot transforms Thesis clarity: Step 1 naturally follows from the prior action.
• Thesis clarity transforms Proof test outcome: Step 2 naturally follows from the prior action.
• Proof test outcome transforms Deal killer scan outcome: Step 3 naturally follows from the prior action.
• Deal killer scan outcome transforms Top risks and protections: Step 4 naturally follows from the prior action.
• Top risks and protections transforms Must-verify items post-LOI: Step 5 naturally follows from the prior action.

Connectivity map for why the checklist cannot be skipped

• 1.5 Concept: Why the checklist cannot be skipped The core concept in go/no-go checklist
• Exclusivity Is Expensive To Wast: Exclusivity is expensive to waste Once you sign the LOI and take the seller off the market, the clock starts. Every week of exclusivity you spend chasing information you should have had before the LOI is a week closer to your deadline, with declining leverage and increasing (A typical exclusivity window in LMM deals is 30 to 60 days. )
• Late Discoveries Feel Like Retra: Late discoveries feel like retrades When you find something significant in diligence that should have been obvious before the LOI, adjusting price or structure feels to the seller like a retrade, even when it is fully justified. Early clarity prevents late friction.

• Why the checklist cannot be skipped feeds Exclusivity is expensive to waste: Exclusivity is expensive to waste supports why the checklist cannot be skipped.
• Why the checklist cannot be skipped feeds Late discoveries feel like retrades: Late discoveries feel like retrades supports why the checklist cannot be skipped.