Due Diligence: The Deep Dive That Makes or Breaks a Deal

Be prepared, stay organized, and keep your deal on track.

You’ve agreed to terms in a Letter of Intent. Things are moving forward.

Then the buyer’s team starts requesting documents—financials, contracts, spreadsheets, even employee files. It can feel like a lot.

But with the right preparation, you can stay organized, remain in control, and move toward closing without surprises.

At LevelStar, we help Colorado business owners through this phase. Here’s how to stay one step ahead.

What Buyers Want to Confirm

Due diligence is the buyer’s opportunity to verify that what you’ve shared is accurate, complete, and sustainable.

  • Financials – Are reported earnings backed by your books?
  • Legal – Are there issues buried in leases, contracts, or past disputes?
  • Operations – Can the business run without daily owner oversight?
  • Compliance – Are taxes, licenses, and obligations current?

Your role: Be organized, responsive, and transparent. That builds trust—and protects value.

Common Documents Buyers Will Request

These are some of the most typical requests—others may be added based on your industry, size, or deal structure.

AreaCommon Requests
FinancialProfit & loss statements, tax returns, AR/AP aging, inventory, fixed asset schedules
LegalArticles of incorporation, contracts, leases, IP, litigation history
OperationsSOPs, vendor lists, licenses, insurance, equipment logs
HREmployee roster, wages & benefits, contractor agreements

What the Process Looks Like

Once the LOI is signed, the buyer’s team will begin reviewing your business across multiple areas. You’ll be asked to:

  • Upload documents in an organized, digital format
  • Respond clearly to follow-up questions
  • Remain available for clarification
  • Keep business performance steady through closing

We’ll help you organize materials, field questions, and keep momentum going—so diligence doesn’t drag or derail the deal.

In many transactions, buyers may commission a Quality of Earnings (QoE) review—a detailed financial analysis performed by a third-party CPA firm. We’ll help coordinate responses and maintain a clear line of communication if this step is requested.

Common Red Flags—and How to Fix Them Early

IssueWhy It MattersFix Before You List
Sloppy or inconsistent booksCreates doubt in reported profitHave a CPA clean up your financials
One customer drives most revenueBuyers worry about client riskDiversify or secure long-term agreements
Personal expenses in P&LObscures actual earningsProvide clear add-back documentation
Verbal agreementsRaises legal concernsFormalize key contracts
Unpaid payroll or sales taxTriggers compliance issuesResolve and disclose early

How to Keep the Process Moving Smoothly

  • Organize documents before going to market
  • Use a secure digital data room with key folders
  • Respond quickly and completely to buyer questions
  • Maintain business performance during diligence
  • Stay in close contact with your broker, CPA, and attorney

Momentum matters. A slow or disorganized process can trigger buyer doubts—and lead to renegotiation.

LevelStar’s Diligence Support—Start to Finish

  • Pre-sale checklist of typical buyer requests
  • Help setting up a clean, professional data room
  • Coordination with buyers, lenders, and attorneys
  • Frequent updates

“When sellers are prepared, buyers stay confident—and deals stay on track.”

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