deal-structures
Closing (completion) is the moment the deal becomes real: shares or assets transfer, funds move, and control changes. Signing may have happened earlier; closing is when conditions have been satisfied.
Closing is when the buyer acquires the shares or assets and the seller receives the price (subject to escrow and any purchase price adjustment). Accounting control under IFRS 3 generally follows this moment, not the date of the LOI.
On simultaneous sign-and-close deals, the SPA is signed and the transfer happens in one meeting. On split deals, weeks or months of covenants, merger control and third-party consents sit in between.
Typical conditions: regulatory clearance, no material adverse change (if given), key consents, financing, and bring-down of warranties. Typical deliverables: share transfer forms, board minutes, resignation letters, IP assignments, payoff letters, and the funds-flow memo that tells the bank who gets paid.
Under a locked box, economic benefit already shifted at the box date; closing is still required to move title. Under completion accounts, closing starts a true-up clock.
SPA signed 2 March. FDI filing 10 March. Clearance 22 April. Closing 6 May. On closing day, €18.4m hits the seller, €1.6m hits escrow, and a management earnout deed is attached. The press release says “acquired today.” The economics, on a locked box, had a 31 December effective date.
Buyers care about control, cash in the company, and that leakage did not empty it. Sellers care about funds actually arriving and about being released from guarantees. Employees care because authority and payroll systems change that afternoon.
Calling signing “closed.” Forgetting payoff of a revolver that had a change-of-control default. No plan for customer notice. Letting the data room go dark the day after signing when bring-down diligence still needs it.
Closing cannot repair a thesis. It also cannot force a regulator.
Closing checklists fail when the underlying objects — debt schedule, consents, cap table — were never structured. A living deal layer from due diligence through funds flow is the same chain as DATA → STRUCTURE → DECISION.