Deal Through

Deal Through — From LOI to Close

After the Deal Day says Go — Deal Through guides you through every step from offer to close. LOI structure, due diligence, SBA coordination, purchase agreement review, and closing support. Deal Day fee credited.

What Deal Through Is

Deal Through is the continuation of Deal Day — buyer-side advisory guidance from the Letter of Intent through closing. If the Deal Day analysis says the deal is worth pursuing, Deal Through provides the coordination, structure, and support to get it closed.

Most acquisitions that fall apart between LOI and close fail because of coordination problems — not because of new information. Lenders need documents. Attorneys need information. Due diligence items fall through the gaps. Deal Through keeps every thread in one place.

Who Deal Through Is For

Deal Through is for buyers who received a Go recommendation from Deal Day and want continued advisory support through the transaction. It assumes Deal Day has already been completed — the financial analysis is done, the risks are identified, and the offer structure is clear.

It is not a standalone engagement. The foundation of every Deal Through is the Deal Day analysis that preceded it.

Deal Through Pricing

Deal Through — Pricing Structure

  • Greater of $10,000 or 2% of the purchase price
  • Deal Day fee ($3,500) credited toward Deal Through
  • Real estate representation available if real property is included in the transaction
  • Pricing discussed and confirmed before engagement begins

On a $500,000 acquisition: Deal Through costs $10,000 (minimum). If Deal Day was completed, the net cost is $6,500. On a $1,000,000 acquisition: Deal Through costs $20,000 (2%). Net of Deal Day credit: $16,500.

What Deal Through Covers

LOI Guidance

The Letter of Intent is where the deal structure is established — price, terms, exclusivity period, earnout structure if applicable, and contingencies. Getting the LOI right protects the buyer's position through due diligence. Deal Through provides guidance on every component before the LOI is submitted.

Due Diligence Coordination

The due diligence checklist is built directly from the Deal Day risk assessment — every flag identified in the analysis becomes a due diligence item. Coordination with attorneys, accountants, and the seller to ensure every item is addressed before closing.

SBA Lender Coordination

Introduction to appropriate SBA lenders, guidance on the documentation package, and coordination through the underwriting process. SBA 7(a) financing has specific requirements — the documentation requirements are unforgiving and the timeline is longer than most buyers expect. Deal Through manages the lender relationship alongside the deal process.

Deal Structure Guidance

As new information surfaces during due diligence, deal structure may need to adjust. Earnout negotiations, price adjustments based on verified financials, working capital requirements, and seller note structures — all handled with the Deal Day analysis as the foundation.

Purchase Agreement Review Support

Review of the purchase agreement for structural issues, missing protections, and representations and warranties that should be included. This is advisory support — legal advice on the purchase agreement is the domain of the buyer's attorney.

Closing Support

Coordination through the closing process — document review, condition satisfaction, and final transaction support. For deals involving real property, licensed real estate representation is available.

Deal Through — Frequently Asked Questions

Can I do Deal Through without first doing Deal Day?

No. Deal Through requires Deal Day as a prerequisite. The financial analysis, risk assessment, and offer structure from Deal Day are the foundation of every Deal Through engagement. Engaging at the LOI stage without that foundation means coordinating a deal without knowing whether it's worth buying.

How long does a typical Deal Through engagement last?

Most small business acquisitions take 60-120 days from LOI to close. SBA-financed deals typically run toward the longer end of that range. The engagement runs through closing day.

Do I still need an attorney and CPA for Deal Through?

Yes. Deal Through is advisory coordination — not legal or accounting services. A qualified acquisition attorney (for the purchase agreement and legal due diligence) and a CPA (for financial due diligence and tax structuring) are both necessary on any acquisition. Deal Through coordinates with your legal and accounting team — it doesn't replace them.

What happens if the deal falls apart during Deal Through?

If the deal dies during due diligence — which happens — the engagement ends. Fees paid through the point of termination are not refunded, but no additional fees are owed for work not yet performed. The goal is to close a good deal, not to generate fees on a bad one.

Is real estate representation included?

If the acquisition includes real property and a licensed real estate transaction is part of the deal, MorCapital can provide representation as a licensed Illinois real estate broker. This is discussed during the Deal Day engagement when the deal structure is evaluated.

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