The offer came in. The number worked. You signed, shook hands, and felt the weight of a decade lift off your shoulders.
Then the emails started.
Most sellers describe the weeks after signing a letter of intent to sell your business the same way. It is the part nobody explained. Here is the honest, step-by-step version of what happens next, and roughly how long each piece takes.
What a Letter of Intent to Sell Your Business Actually Is
If you have ever leased commercial space or bought property, you have signed a letter of intent before. A business sale works differently. In real estate, the asset is what it is, and inspection confirms a known quantity. In a business sale, the buyer is evaluating something that changes every day, depends heavily on you, and cannot be appraised by walking the property.
That difference shapes everything that follows.
A letter of intent is not a sale. It is an agreement about what the sale would look like if everything the buyer has been told turns out to be accurate.
Most of the document is non-binding. Price, structure, and timeline are all statements of intent that can move. A few provisions bind you immediately, and exclusivity is the one that matters most. Once you sign, you generally cannot talk to another buyer for the length of that window, which is usually 60 to 120 days.
Before you sign, you have options. After you sign, you have one buyer and a clock. This is why the terms you negotiate before signature carry far more weight than anything you try to renegotiate later.
Step One: The Document Request Arrives (Week 1)
Within days, you will receive a due diligence request list. For a green industry business, expect it to ask for three to five years of financials, tax returns, your customer list with revenue by account, route schedules, equipment inventory and titles, vehicle records, lease agreements, licenses and applicator certifications, employee census and pay rates, insurance history, and any pending claims.
It will feel invasive. It is normal.
The single best predictor of a smooth process is how quickly you can produce these documents. Sellers who assemble the package before listing move through this phase in weeks. Sellers who start hunting for old tax returns after signature add a month to the calendar and hand the buyer a reason to question everything else.
Step Two: Financial Due Diligence (Weeks 2 through 8)
The buyer’s accountant now rebuilds your financials from source documents. This is where reported earnings get tested against bank deposits, where add-backs get challenged, and where personal expenses running through the business get identified and normalized.
Timelines vary with deal size. For a small operator-run business, due diligence typically runs 30 to 60 days from signed letter to close, while lower middle market deals run 60 to 120 days. Broader market data runs a bit longer. IBBA Market Pulse figures show sellers spending roughly three to four months in due diligence after signing.
Plan for three months. Be pleasantly surprised by two.
Step Three: Operational and Customer Diligence (Weeks 3 through 10)
This runs alongside the financial review, and in the green industry it is often the phase that decides the price.
The buyer is examining route density, customer retention by cohort, technician utilization, cancellation reasons, and how much of the business depends on you personally. We covered those four metrics in detail in Beyond the P&L: Operational Metrics Business Buyers Consider.
Expect questions about customer concentration, handshake pricing arrangements that never made it into a contract, and whether your top technicians intend to stay. Buyers may request carefully controlled conversations with key employees or a small sample of customers.
Step Four: The Re-Trade Conversation (If It Comes)
Somewhere around week six, one of two things happens. The buyer confirms what they expected, or they come back with findings.
Be prepared for this rather than blindsided by it. Roughly 30 to 35 percent of signed letters of intent fail to close, and almost half of those failures trace back to what the buyer found during diligence rather than to financing.
If the buyer raises a legitimate finding, the conversation is usually about adjusting price or structure rather than walking. If the finding is something you already knew about and did not disclose, the conversation becomes about trust, and trust is much harder to repair than a number.
Disclose early. Every experienced buyer prefers a known problem to a discovered one.
Step Five: The Purchase Agreement (Weeks 8 through 14)
Attorneys now convert the letter into a binding contract. A document that started at three to ten pages becomes a purchase agreement that commonly runs 50 to 100 pages.
This is where the real negotiation happens. Representations and warranties, indemnification caps, non-compete scope and duration, and the treatment of accounts receivable all get settled here. You want a transaction attorney for this step, and a CPA reviewing the tax structure before signature rather than after.
Step Six: Understanding How You Actually Get Paid
Very few deals are all cash on closing day, and this surprises sellers more than anything else in the process.
Recent data on deals between $5 million and $50 million shows an average consideration mix of 68 percent cash at close, 9 percent seller note, 8 percent rollover equity, 11 percent earnout, and 4 percent escrow. Smaller deals often lean harder on seller financing.
Two mechanics deserve your attention. A working capital adjustment settles whether you left the agreed level of receivables and supplies in the business, and it can move real money at closing. An escrow holdback sets aside part of the price for a period after close to cover any breach of your representations.
Our earlier piece on Cash Vs. Terms breaks down how two identical headline prices can produce very different outcomes.
Step Seven: Employees, Closing, and the Weeks After
Employee notification usually comes late, timed close to signing to protect the business if the deal breaks. Plan that announcement with the buyer well in advance.
Closing itself is anticlimactic. Documents get signed, funds get wired, and the business changes hands.
Then comes the transition period. Most agreements ask the seller to stay on for 30 to 90 days, sometimes longer, to introduce customers, transfer relationships, and keep routes running. Take this seriously. If part of your price sits in an earnout or a seller note, your payout depends on how well the business performs after you hand over the keys.
Why the Buyer on the Other Side Matters
Every step above goes differently depending on who is buying.
A first-time individual buyer is learning the industry while learning your business, and their lender is learning both. A private equity group brings speed and process but may have little feel for what makes a route profitable in your market. A franchise system that has acquired independent operations before knows what a clean set of green industry books should look like and how to keep customers and technicians through a transition.
SpringGreen has been delivering lawn, pest, and tree care services since 1977 and is now approaching its 50th year in business. With more than 150 franchise partners operating across the United States, the path from independent operation to franchise partnership is a well worn one, whether that means a full exit or staying on to run the business you built with a national system behind you.
If you are weighing what a transition could look like, the conversation costs nothing and it stays confidential. Request your free franchise information kit and start the discussion on your timeline, not someone else’s.
