The Deal Has Closed. Now It Has to Work.

Closing is often treated as the finish line of an M&A transaction.

Legally, that makes sense. Ownership has transferred, the purchase price has been paid and the buyer controls the target.

Commercially, however, closing is only the point at which the transaction begins to prove whether the assumptions behind it were correct.

A successful closing shows that the deal was executable.

What happens afterwards determines whether it was actually a good deal.

The legal work does not necessarily end at closing

Several elements of the transaction may remain open after completion.

Completion accounts may still need to be prepared. Purchase price adjustments may need to be calculated. Escrow amounts may remain blocked. Earn-outs may depend on future performance. Specific indemnities may continue for years.

The SPA therefore continues to regulate the relationship between buyer and seller even after ownership has changed.

This is particularly important where the economic consideration is not fully fixed at closing.

If part of the price depends on EBITDA over the following two years, for example, the buyer now controls the very business whose performance determines how much more the seller receives.

The contract needs to provide the rules, but the commercial relationship between the parties also matters.

Post-closing mechanics work best when they are treated as an execution process rather than as the beginning of the next dispute.

Integration is where value can be created — or lost

The buyer may have acquired the shares, but the business still needs to operate.

Systems may need to be integrated. Reporting structures may change. Banking relationships, procurement, HR, IT and compliance may need to move onto the buyer’s infrastructure.

Some acquisitions require only limited integration. Others depend heavily on it.

The danger is assuming that integration is simply an operational matter to be considered after closing.

If the investment case depends on combining sales teams, removing duplicated costs or integrating technology, those actions are part of the economic rationale for the acquisition.

They should therefore have been considered before the deal was signed.

A purchase price based on expected synergies is only justified if those synergies can actually be delivered.

People often matter more than the model suggests

A financial model can value customers, margins and growth.

It is much harder to model what happens if three key executives leave within six months of closing.

This is why management retention and organisational clarity become critical immediately after completion.

Employees want to know who makes decisions, whether their roles are changing and what the acquisition means for the future of the company.

Key managers may also have very different incentives after the transaction.

A founder who previously owned 100% of the business may now be a minority shareholder or an employee of the buyer. Senior executives may have received transaction bonuses but have no meaningful long-term incentive to remain.

These issues can affect the value of the acquisition quickly.

Retention arrangements, management equity plans and carefully designed governance structures therefore form part of value protection, not simply HR administration.

Synergies need owners, numbers and deadlines

Synergies are among the most frequently cited reasons for acquisitions.

Cost savings may come from eliminating duplicated functions, consolidating suppliers or integrating systems. Revenue synergies may arise from cross-selling, entering new markets or combining distribution networks.

The problem is that synergies often look more convincing in the transaction model than in the operating business.

"EUR 5 million of expected synergies" is not an execution plan.

A useful post-closing programme identifies what creates those EUR 5 million, who is responsible for each initiative, when the benefits should appear and what costs are required to achieve them.

A cost saving that requires EUR 3 million of restructuring expenses is economically different from an immediate EUR 5 million saving.

Likewise, a revenue synergy based on selling products to each other’s customers should be tested against actual customer behaviour rather than assumed simply because two commercial networks now belong to the same group.

The acquisition model needs to become an operating plan.

The first months should protect the business before transforming it

Buyers naturally want to begin implementing their strategy immediately after closing.

But speed is not always the same as effectiveness.

The first priority should normally be preserving what made the target valuable in the first place.

Key customers should not become uncertain about service. Important employees should understand their future. Critical suppliers should know whom they are dealing with. Management should have clarity about decision-making.

Some changes should happen quickly.

Others benefit from understanding the acquired business before imposing a new structure.

The first months after closing therefore require a balance between integration and continuity.

A buyer that changes everything immediately may destroy valuable knowledge and relationships. A buyer that changes nothing may fail to realise the strategic rationale of the transaction.

Good integration is selective.

The transaction should be measured against the original investment case

After closing, the buyer should eventually return to the assumptions that justified the acquisition.

Was revenue growth achieved?

Did margins improve?

Were the expected synergies realised?

Did integration cost more than expected?

Were key employees retained?

Did the business require more working capital or capex than anticipated?

These questions matter because M&A performance should not be measured by whether the deal closed successfully.

Closing is an execution milestone.

Investment success is measured by what the acquired business ultimately produces relative to the capital and risk committed to it.

This is also where lessons from one transaction improve the next.

If integration costs were systematically underestimated, future valuations should reflect that. If management retention proved more important than expected, future deal structures should address it earlier.

Post-closing analysis therefore belongs to the M&A process itself.

Closing is the end of the transaction process — not of the investment thesis

Over the course of this series, the transaction has moved from the first NDA through valuation, structure, the SPA, warranties, disclosure, indemnities, signing, ancillary agreements and finally closing.

Each document solves a different problem.

But none of them can guarantee that the acquisition will create value.

Contracts can allocate risk. Due diligence can identify it. Advisers can structure the transaction around it. Closing can transfer ownership precisely.

After that, the buyer still has to operate the business it decided to acquire.

And that is the final distinction worth making.

Closing proves that the transaction was executable. What happens afterwards determines whether it was a good transaction.