Brainforge Knowledge

ma-deal-execution-agent-workflow

5 min read

M&A Deal Execution Agent Workflow (Post-Approval)

Purpose: define the separate, execution-only workflow that starts after a deal is approved to proceed and runs through LOI issue, diligence execution, signing, close, and Day 100 realization.

This workflow is intentionally separate from sourcing/evaluation so deal teams can execute with high operating discipline and clear ownership.

Use this with:

  • ma-workflow-and-triggers.md (upstream progression gates)
  • ma-loi-playbook.md (LOI structure + approval packet)
  • ma-sign-off-checklist.md (formal stage approvals)
  • ma-agency-investor-checklist.md (critical unknown controls)

1) Entry criteria (handoff from evaluation)

A deal enters this execution workflow only when all are true:

  • target has passed screen/qualify/diligence gate
  • internal decision is “proceed to LOI”
  • Deal Lead, Finance Lead, Legal/Operations Lead, and Integration Lead are assigned
  • execution tracker is created with due dates and owners

If any are false, remain in evaluation workflow.

2) Workflow phases (execution sequence)

Phase 0: Activation -> Phase 1: LOI Build -> Phase 2: LOI Negotiation -> Phase 3: Confirmatory Diligence -> Phase 4: Definitive Docs + Close -> Phase 5: Day 1-100 Integration

Execution lanes:

  • Workflow A: commercial and legal execution
  • Workflow B: confirmatory diligence execution
  • Workflow C: delivery integration and value realization (ma-workflow-c-delivery-integration.md)

3) Phase details

Phase 0: Activation (SLA: 24-48 hours)

Objective:

  • move from “approved concept” to an executable transaction plan

Actions:

  1. Open deal execution workspace.
  2. Confirm role assignments and escalation path.
  3. Publish execution timeline with target LOI date and close date.
  4. Freeze “must-have” and “tradeable” term positions.

Output:

  • execution plan v1
  • owner matrix
  • risk register initialized

Gate to Phase 1:

  • all critical owners assigned and execution timeline accepted

Phase 1: LOI Build (SLA: 3-7 days)

Objective:

  • prepare internal-ready LOI packet with scenario economics

Actions:

  1. Complete ma-loi-playbook.md required inputs.
  2. Build Option A/B/C economics (downside/base/upside).
  3. Finalize preferred option + fallback.
  4. Draft LOI and internal one-page approval packet.
  5. Confirm binding vs non-binding sections with counsel.
  6. Include Workflow C cooperation and integration obligations in LOI draft.

Output:

  • LOI draft
  • approval packet
  • scenario model with assumptions

Gate to Phase 2:

  • required approvers sign off to issue LOI

Phase 2: LOI Negotiation and Sign (SLA: 3-14 days)

Objective:

  • sign LOI with clean economics/process terms and controlled exclusivity

Actions:

  1. Negotiate only with approved fallback boundaries.
  2. Track every material change in term variance log.
  3. Resolve critical unknowns that block LOI confidence.
  4. Execute LOI and start exclusivity clock.

Output:

  • signed LOI
  • variance log
  • confirmatory diligence workplan

Gate to Phase 3:

  • LOI signed and diligence request list accepted by seller

Phase 3: Confirmatory Diligence (SLA: 2-4 weeks for small book transfer)

Objective:

  • verify transferability, economics, and legal feasibility with minimal scope creep

Minimum diligence scope for small founder-led books:

  • account-level monthly revenue and retention
  • concentration risk validation
  • contract assignability/consent analysis
  • subcontractor/dependency map
  • transition and integration feasibility checks

Actions:

  1. Run diligence request cadence (twice-weekly seller sync).
  2. Keep diligence focused to decision-impact items.
  3. Escalate red flags within 24 hours.
  4. Update economics if facts materially change.

Output:

  • diligence summary memo
  • red-flag log (closed/accepted/open)
  • updated scenario model

Gate to Phase 4:

  • critical red flags resolved or accepted with mitigation + owner

Phase 4: Definitive Docs + Close (SLA: 1-2 weeks after diligence clear)

Objective:

  • translate LOI intent into final legal docs and execute close

Actions:

  1. Finalize definitive agreements.
  2. Confirm closing checklist (consents, signatures, assignments, payment setup).
  3. Re-run close readiness against ma-sign-off-checklist.md.
  4. Approve close package and execute close.

Output:

  • signed definitive docs
  • close memo
  • Day 1 comms package

Gate to Phase 5:

  • close complete and integration command owner live

Phase 5: Day 1-100 Integration and Value Realization

Objective:

  • preserve transferred revenue and realize planned value

Actions:

  1. Execute Workflow C plan from ma-workflow-c-delivery-integration.md.
  2. Ensure operator/GM lane is active in current delivery structure.
  3. Ensure transferred accounts are represented in delivery operating model/coverage mapping.
  4. Execute Day 1 account continuity plan.
  5. Complete transition handoffs and relationship map.
  6. Run weekly integration cadence with KPI review.
  7. Launch expansion motions into Brainforge service lines.
  8. Complete Day 100 retrospective and lessons learned.

Core KPIs:

  • gross revenue retention on transferred accounts
  • net expansion revenue
  • delivery margin stability
  • founder dependency reduction
  • key staff continuity
  • delivery sourcing opportunities identified and accepted

Output:

  • Day 30 report
  • Day 60 report
  • Day 100 value realization report + playbook updates

4) Workflow C interface requirements

Workflow C is mandatory for tuck-in deals intended to extend existing service lines.

Minimum interface requirements:

  • service-line mapping complete pre-close
  • GM/operator role scope documented pre-close
  • account ownership and handoff map ready pre-close
  • delivery KPI plan approved pre-close

If these are not complete, close readiness is blocked.

5) Lean owner model for small transactions

For sub-$1M book transfers, use a lean execution team:

  • Deal Lead (overall owner)
  • Finance Lead (economics + sensitivity)
  • Legal/Operations Lead (docs + risk controls)
  • Integration Lead (Day 1-100)

Optional specialists (as-needed only):

  • tax advisor
  • domain delivery lead

6) Effort guide (small transaction)

Typical effort range:

  • LOI build + negotiation: 15-30 team hours
  • confirmatory diligence: 20-40 team hours
  • definitive docs + close: 15-25 team hours
  • Day 1-100 integration management: 2-4 hours/week core team

Effort control rules:

  • do not run broad diligence; run decision-impact diligence
  • do not add non-critical workstreams during close window
  • enforce owner accountability and hard due dates

7) Escalation triggers

Immediate escalation required if:

  • transferability assumptions break
  • concentration risk materially worse than modeled
  • key role/authority conflicts remain unresolved
  • economics drift outside approved fallback bounds
  • integration owner capacity is not available

8) Completion criteria

Execution workflow is complete when:

  • close completed with no unresolved critical unknowns
  • Day 100 KPIs reviewed and reported
  • lessons learned codified into planner artifacts
  • go/no-go decision made for scaling to additional acquisitions

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