Risk & diligence
What Changed Since LOI? a Pre-Closing Re-Verification Guide
A pre-closing comparison for buyers: refresh financial, legal, operational, and public-record evidence and test every change against the assumptions behind the LOI.
A practical research brief from the Business Buyer Check learning library.
Who This Is For
Business buyers and advisers deciding what to verify, what remains unresolved, and what should change before closing.
What This Checks
- Freeze the LOI Baseline
- Refresh Changeable Evidence
- Classify Each Change
- Connect Changes to Deal Terms
- Issue a Versioned Closing Receipt
Freeze the LOI Baseline
Record the earnings period, normalized cash flow, working capital, debt, inventory, customers, employees, lease, contracts, licenses, and other assumptions supporting the proposal. Save the source files and retrieval dates so later comparisons are meaningful.
Refresh Changeable Evidence
- Monthly financials, bank and merchant activity, receivables, payables, inventory, and debt
- Entity status, UCC filings, litigation dockets, tax status, licenses, and regulatory records
- Customer losses, contract renewals, pricing, pipeline, refunds, and chargebacks
- Employee departures, compensation changes, claims, incidents, and owner availability
- Lease, landlord consent, insurance, vendor terms, assets, maintenance, and cybersecurity events
Classify Each Change
Label an item confirmed, changed, unresolved, unavailable, or not applicable. Record the old fact, new fact, evidence, timestamp, entity match, financial or operating exposure, adviser owner, and deadline. Never silently overwrite the earlier record.
Connect Changes to Deal Terms
A change may require no action, further evidence, a purchase-price adjustment, working-capital change, new representation, escrow, holdback, remediation, consent, delayed closing, or termination. Transaction counsel should interpret rights and obligations under the LOI and definitive agreement.
Issue a Versioned Closing Receipt
Create a dated snapshot identifying sources checked, exact names and jurisdictions, results, limitations, unresolved items, and prior-version differences. A cryptographic hash can show whether the exported file later changed; it does not prove that the underlying source was complete or correct.
Illustrative Buyer Example
How a Buyer Would Apply This Guide
A seller’s headline earnings support the asking price, but the supporting records are incomplete. The buyer follows this guide to identify the missing inputs, reproduce the calculation, request independent support, model the downside, and convert unresolved items into offer protections rather than treating the claim as verified.
Classification: Illustrative analysis—not a live finding, valuation conclusion, or recommendation to buy.
Frequently Asked Questions
When should a buyer run the final refresh?
Time it close enough to closing to capture material changes while leaving time to resolve findings. Different sources update on different schedules, so coordinate the sequence with counsel and the closing team.
What if the business declined after the LOI?
Quantify the change, determine whether it is temporary or structural, and review the LOI and purchase agreement with advisers. Possible responses depend on the evidence and negotiated rights.
Can a verification receipt guarantee no new liability exists?
No. It can document what sources were checked, when, with which identifiers, and what was found. It cannot guarantee completeness of every public and private source.
This educational material is preliminary decision support, not legal, tax, accounting, lending, appraisal, or investment advice. Requirements and transaction terms vary; verify current rules with qualified advisers and official sources.
Recommended Next Step
Review Deal Intelligence
See how evidence versions, changes, exposure, and closing conditions stay connected.
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