The Benefits of Modeling Merger and Acquisition Deals

Introduction

You're weighing a buy, sell, or advisory decision and need a clear answer on value and risk, so modeling M&A deals matters because it forces buyers, sellers, and advisors to quantify who wins, who pays, and where value is created or destroyed; a deal model is plain: a short financial forecast (revenues, EBITDA, cash flow) plus the transaction mechanics (how much cash or stock is paid, debt taken on, fees, and tax and working-capital adjustments), and the reader goal is simple - use models to test price, structure, and outcomes by running what-if scenarios (price up/down, financing mixes, earnouts) that show buyer EPS and IRR, seller net proceeds, and break-even timing in concrete terms - defintely practical. Here's the quick math: change price by 10 percent to see material shifts in buyer returns and seller proceeds. What this estimate hides: taxes, synergies, and integration costs still need separate scenario layers.

Key Takeaways

• Deal modeling forces clear valuation and risk trade-offs: short financial forecast + transaction mechanics.
• Use models to test price, structure, and outcomes-show buyer EPS/IRR, seller proceeds, and break-even timing.
• Clarify transaction economics (EV → net debt → equity), include taxes, closing adjustments, and financing mix.
• Run sensitivities and scenarios (best/base/worst, tornado/spider charts) to quantify synergies, accretion/dilution, and IRR.
• Model financing/covenant risks and integration costs; set contingency triggers and assign Finance to build + M&A to review.

Clarify transaction economics

Direct takeaway: a model turns a headline purchase price into real cash flows for buyers and sellers, showing who gets paid when and where value is created or destroyed. You want a model that separately shows purchase price allocation, cash vs. stock mechanics, and the closing adjustments that move money at close - defintely practical and testable.

Purchase price allocation and cash vs. stock

Start by separating the agreed purchase price (what the buyer pays) from the accounting purchase price allocation (PPA), which maps that price to identifiable assets, liabilities, and goodwill (the leftover). Model steps: 1) set the agreed equity value; 2) estimate fair values of tangible assets, identifiable intangibles (customer relationships, trademarks), and assumed liabilities; 3) compute goodwill as the residual. That PPA drives post-close depreciation/amortization and deferred tax movements.

Practical example using FY2025 figures to keep it concrete: assume a target with FY2025 EBITDA of $50m sold at 10x EV/EBITDA → enterprise value $500m. Balance sheet shows cash $20m and debt $50m → net debt = $30m. Equity value = EV - net debt = $470m. If the buyer pays 70% cash and 30% stock, cash paid = $329m, stock issued = $141m.

One-liner: build the PPA worksheet first - it decides future amortization and tax timing.

Best practices and checks:

• Confirm appraisal bases - replacement vs fair value.
• Model amortization schedules for intangibles explicitly.
• Test alternative cash/stock mixes - show dilution and pro forma share count.
• Keep a column for transaction fees and deferred consideration (escrows, earnouts).

Taxes, debt paydown, and closing adjustments

Tax treatment depends on structure: an asset sale (company sells assets) typically produces corporate-level taxable gain; a stock sale (share purchase) usually taxes the seller on capital gain. Model both paths because net seller proceeds and buyer economics differ materially. Use an FY2025 illustrative effective tax rate - assume 25% for examples, but override with the target's actual FY2025 ETR.

Worked example - asset sale path (numbers tied to the FY2025 example above): buyer pays EV = $500m to the company. Assume taxable gain attributable to assets = $50m → tax on sale = $12.5m (25%). Company then repays debt $30m and pays transaction fees/closing adjustments (assume $10m in fees and $2m negative working capital adjustment). Cash available to distribute = 500 - 12.5 - 30 - 10 - 2 = $445.5m. If that cash funds equity holders, compare to equity-value path to reconcile.

Worked example - stock sale path: sellers receive equity value = $470m. If sellers take 70% in cash, that cash = $329m. Sellers then pay personal/corporate capital gains taxes (model separately; assume a combined rate). Also model escrow/holdback ($15m) and a post-close working capital true-up. Net seller proceeds = cash consideration - taxes - escrow adjustments.

One-liner: always model both asset and stock mechanics side-by-side - the tax and cash timing delta is usually the single biggest difference at close.

Practical checklist for modeling adjustments:

• Build a closing statement tab: cash at close, debt repaid, transaction fees, escrow, working capital true-up.
• Model tax timing (immediate cash tax vs deferred tax benefit from step-ups).
• Include seller notes and rollover stock as separate line items.
• Flag state and international taxes; FY2025 ETRs vary by jurisdiction.

Flow from enterprise value to equity value

Translate headline multiples into the amount the buyer writes on the check for equity. The canonical flow is simple: Enterprise value (EV) minus net debt (debt minus cash) plus/minus other balance-sheet items = Equity value. Make all components explicit in a single table in your model so users can trace every dollar.

Simple FY2025 flow table (example):

Modeling tips and gotchas:

• Explicitly list debt types: bank loans, bonds, capital leases; some items (e.g., unamortized debt issuance costs) affect payoff math in FY2025.
• Adjust cash for restricted cash or pension deficits - don't blindly use the balance-sheet cash line.
• Include preferred stock and noncontrolling interests as add-backs where relevant.
• Run a sensitivity table for net debt assumptions (e.g., if post-close paydown differs by $20m), show equity value movement.

One-liner: keep a single reconciliation table from EV to equity value in the model - it avoids 80% of purchase-price disputes.

Value creation and valuation techniques

Compare Discounted Cash Flow, comparable companies, and precedent transactions

You want the valuation toolbox sorted so you can test price and quick switches between methods.

Start with the basics: Discounted Cash Flow (DCF) = a forecast of free cash flows (FCF) discounted back at the buyer's cost of capital (WACC). Use DCF to capture long-term cash generation and deal-specific synergies. DCF is best when you can build a credible 3-7 year forecast and justify a terminal growth rate.

Comparable companies (comps) use current market multiples (EV/EBITDA, P/E) from similar public firms to imply value. Comps reflect market sentiment and are quick to update, but they can swing with market cycles and sector stress.

Precedent transactions use multiples from actual M&A deals. They show what acquirers paid under negotiation pressure and sometimes include control premiums. Precedents are useful for setting negotiation anchors, but adjust for timing, deal structure, and any unusual synergy assumptions in the comparables.

Best practice steps:

• Build a 5-year operating forecast and FCF bridge for DCF
• Collect at least 8-12 relevant comps and median multiples
• Gather 6-10 precedents in the last 3-5 years, adjust for market/size
• Reconcile ranges: use DCF as primary intrinsic check, comps/precedents for market reality

Here's the quick math: in a sample DCF where FY2025 FCF grows from $40m and reaches $52m by year 4, discounting at 9% and terminal growth 2.5% produced an enterprise value of about $728m; that's your baseline to compare against a comps band and precedent prices. What this estimate hides: sensitivity to the WACC and the terminal assumption, so always run scenarios.

Explain synergies: revenue upsides and cost savings and how to quantify them

Synergies are the incremental value created by combining businesses. Break them into two buckets: revenue synergies (cross-sell, pricing, distribution) and cost synergies (headcount, SG&A, procurement, overlap elimination).

Quantify synergies bottom-up, not as a headline percentage. Example FY2025 baseline:

• Target revenue $200m, gross margin 40%
• Buyer procurement scale can cut COGS by 3% of revenue → incremental gross profit = $6m
• Eliminate duplicate SG&A of $4m in year 1, ramping to $8m by year 2

Steps to size and cost and revenue synergies:

• List every synergy line (procurement, sales, G&A, manufacturing)
• Estimate unit impact (price improvement, headcount removed, supplier rebate)
• Model realization timing (e.g., 30% in year 1, 70% in year 2, 100% in year 3)
• Attach implementation costs (reorg, systems, severance) as upfront cash items
• Stress-test synergies at -50% and +25% to show range

Concrete example: a projected $10m gross synergy with $3m one-time implementation costs yields net present value after three years of about $6-7m depending on discounting and realization lag. Don't assume synergies are free; model both cash costs and time-to-capture. Also assume some revenue synergies fail - defintely stress those to zero in a downside case.

Translate model outputs to buyer metrics: accretion/dilution and IRR

Buyers want simple, decision-ready metrics: accretion/dilution to EPS for strategic buyers, and IRR (internal rate of return) or MOIC (multiple on invested capital) for financial buyers.

Accretion/dilution (EPS accretion) - plain language: will the buyer's earnings per share go up after the deal? Quick steps:

• Start with FY2025 net income and diluted shares for buyer and target
• Compute combined net income including synergies and incremental interest or amortization
• Compute pro forma shares after any share issuance
• Compare buyer EPS pre-deal to pro forma EPS; percent change = accretion (positive) or dilution (negative)

Example (FY2025 figures): buyer net income $300m, shares 150m (EPS = $2.00). Target net income $30m. Purchase price $300m, paid 50% cash ($150m) and 50% stock ($150m). If buyer share price is $40, the stock consideration means issuing 3.75m new shares. Pro forma net income = $330m; pro forma shares = 153.75m; pro forma EPS = $2.15 → accretion ~ 7.4%. Show both cases: all-cash and all-stock to see financing effect.

IRR for financial buyers - plain language: annualized % return expected on invested capital. Steps to calculate:

• Model entrant cash flows: purchase price at time 0, explicit FCF forecasts for years 1-n, then exit proceeds (sale price) in year n
• Use Excel's XIRR or IRR functions to compute the annualized return
• Run sensitivity on exit multiple and FCF growth rates

Example PE-style outline (using FY2025 base): buy at $300m, Year1 FCF grows to $32.4m, Year5 FCF = $44.0m, exit at 10x Year5 FCF yields a large terminal value; compute IRR in Excel with =XIRR(cashflows,dates). Targets: strategics often require accretion or 10-20% return on capital; PE targets 20-30%+ IRR depending on leverage.

Best practices: disclose assumptions (leverage, cost of debt), show both EPS and IRR impacts, and produce a three-scenario IRR table (base, conservative, aggressive). Use break-even pricing to show the maximum purchase price that keeps IRR target or EPS accretive - that's your negotiation lever.

Next step: Finance lead builds the base DCF and accretion model using FY2025 numbers by Friday; M&A lead will validate synergies and escalation timing.

Sensitivity and scenario analysis

Build best base worst cases for revenue growth margins and integration timing

You're deciding price and structure before final diligence - defintely use scenarios to avoid surprises.

Start from audited FY2025 operating stats as your baseline. Example illustrative inputs: Revenue $120,000,000, EBITDA $18,000,000 (15% margin), CapEx $4,000,000, ΔNWC $1,000,000, and a 21% tax rate. Build three fully-linked models (income, cash flow, balance sheet) that diverge only by assumptions.

• Define scenarios in plain terms: Base = management plan + normal synergy ramp; Best = faster growth and full synergies in 18 months; Worst = flat/declining revenue and 12-24 month integration delay.
• Choose concrete ranges: revenue CAGR Base 5%, Best 8-10%, Worst 0-2%; EBITDA margin Base 15-17%, Best 18-20%, Worst 10-13%; synergy realization Base 60% by year 3, Best 100% by year 2, Worst 0-30%.
• Model mechanics: tie revenue drivers to unit/price/volume, drive gross margin to SG&A and EBITDA, layer one‑time integration costs into year 1-3 cash flow, and model debt service and covenant test schedules.
• Validate outputs: check five-year Free Cash Flow (FCF), terminal value (exit multiple or perpetuity growth), and resulting enterprise/equity value under each scenario.

One clean one-liner: build three parallel models from the same FY2025 baseline and change only the drivers that matter to see true risk.

Use tornado or spider charts to show which assumptions drive value

Run one-way sensitivity sweeps to quantify which inputs move Enterprise Value (EV) or buyer IRR the most.

• Select variables: revenue CAGR, terminal multiple, EBITDA margin, synergy run‑rate, integration cost, working capital, tax rate, and purchase price.
• Set ranges for each variable around the FY2025 baseline (example: revenue growth -2% to +10%; margin +/- 400 basis points; synergies 0-100%).
• Create a tornado chart: compute EV or IRR at low/high of each input, sort by delta to rank impact. The longest bar = biggest lever for negotiation or diligence focus.
• Create spider (radar) charts for multi-variable scenario shape: plot best/base/worst on same axes to see concentrated vs dispersed risk.
• Translate results into action: if margin +-200bps changes EV by > $8m, prioritize cost diligence and retention plans; if customer concentration swings value most, focus commercial contracts and retention clauses.

One clean one-liner: use a tornado to show which single assumption you must get right to protect value.

Recommend break even and max price analyses for negotiation leverage

Negotiation needs numbers: the break-even price (the max you can pay and still hit a target return) and the walk-away price (the max you pay with no upside) are essential.

• Method - break-even IRR: project five-year FCFs from the FY2025 baseline, add terminal value (example exit multiple 8x EBITDA year 5), discount at buyer WACC (example 10%), then solve for purchase Enterprise Value that makes IRR = buyer target (example 15%).
• Method - max equity price: take model EV, subtract net debt $20,000,000 and transaction fees to get maximum equity cheque in the base case; run same in best/worst cases to get a price band.
• Practical example (illustrative): with the FY2025 baseline and projected FCFs + terminal value, the base-case EV computes roughly to $165-180 million, implying an equity cheque near $145-160 million after $20 million net debt. Use this band to set your opening offer and escalation plan.
• Run break-even sensitivity tables: show purchase price vs achieved IRR for combinations of synergy realization (0-100%) and revenue growth (worst-best). Highlight the price that yields your minimum acceptable IRR under the conservative (worst) case - that is your negotiation cap.
• Include deal mechanics: test earnouts and holdbacks. Example: cap upfront cash so that with $6,000,000 annual synergy target, you only pay full equity if 60% of synergies are realized within 24 months; otherwise, portion converts to contingent earnout.

One clean one-liner: compute the purchase price that preserves your target IRR under the conservative case, and use that as the hard cap in negotiations.

Finance: build the three-scenario workbook from the FY2025 baseline and produce a tornado table plus a price vs IRR matrix by Friday; M&A: review the contingency triggers and approve the negotiation cap.

Financing, covenants, and capital structure effects

You're sizing financing for a potential acquisition and need to know which mix keeps returns intact and risk manageable; here's the short answer: choose the cheapest durable capital that keeps pro forma leverage under covenant limits and leaves refinancing room.

Model different mixes: all-cash, stock swap, and leveraged buyouts

Start with a single base case and three financing sheets: all-cash, equity (stock-swap), and leveraged buyout (LBO) so you can compare outcomes line-by-line. Use the same purchase price and closing adjustments across sheets to isolate financing effects. Example (illustrative): enterprise value $500m, net debt assumed $50m → equity value $450m.

All-cash: show buyer cash outlay of $450m, immediate cash flow hit, and no new debt service. Stock swap: model share issuance that dilutes existing EPS; if buyer issues shares equal to $450m at price $30/share, that's 15m new shares - compute pro forma EPS impact. LBO: layer debt as senior term loan $250m, revolver $50m, second lien/mezz $50m, equity rollover $100m - calculate interest, amortization, and mandatory prepayments.

Here's the quick math: pro forma net debt / run-rate EBITDA = leverage; you must model EBITDA adjustments and synergy timing to see real leverage.

Show covenant risk: debt-to-EBITDA thresholds and interest coverage stress tests

Build a covenant schedule that mirrors market terms: maintenance covenants (leverage) and incurrence tests (add-backs). Typical post-close maintenance might be a maximum net debt / EBITDA of 4.5x and a minimum interest coverage (EBITDA / interest) of 3.0x. Put these as hard triggers in the model.

Run two stress tests: revenue shock and margin compression. Example: base EBITDA $45m (including synergies). If revenue falls 15% and margin falls 300 bps, EBITDA drops to $32m. With net debt $350m, leverage rises from 7.8x to 10.9x, breaching a 4.5x covenant - that's default risk, not just covenant waiver need.

Also stress interest rates: if average debt yield moves from 6.5% to 9.0%, interest expense increases ~$8m annually in the example, cutting interest coverage below 3.0x. Map remedial actions: amortization speed-up, covenant holidays, or equity cures.

One clean rule: always model at least a 20% downside and a 200-300 bp rate shock.

Estimate refinancing needs and pro forma leverage post-close

Make a pro forma debt schedule that rolls forward amortization, revolver draws, maturities, and interest rates for five years. Flag all maturities inside 24 months - those create refinancing risk. In the example LBO, initial debt $350m with average maturity 5 years and scheduled amortization $15m/yr means principal near term is manageable, but a single large bullet at year 4 is a refinancing event.

Compute pro forma leverage at close and under scenarios. Close leverage = net debt / run-rate EBITDA = $350m / $45m = 7.8x. If synergies hit and EBITDA rises to $60m by year 2, leverage falls to 5.8x. If synergies miss and EBITDA stays at $40m, leverage is 8.8x - you then need refinancing or equity top-up.

Practical steps: model three refinance pathways - amend, refinance at higher spread, or sell a non-core asset - and score each by timing, cost, and dilution. Don't forget fees: commitment, arrangement, and call premiums can add 1-2% to effective cost.

Finance: build the three financing sheets, covenant tracker, and a 5-year cash flow schedule by Friday; M&A: validate assumed synergies and equity rollover by Wednesday.

Integration, operational risks, and contingency planning

You're closing a deal and need to translate integration choices into real cash outcomes so you don't get surprised. Here's the direct takeaway: map a time-phased integration spend, quantify customer/IT/people risk, and bake trigger-based reserves and earnouts into the model so finance, legal, and operations can act fast.

Map integration cost schedule and its effect on year 1-3 cash flow

Start by breaking integration spend into three buckets: one-time transition costs (severance, contracts, consultants), phased transformation (IT consolidation, facilities, systems), and ongoing run-rate investments (sales enablement, training). Build a month-by-month schedule for the first 12 months, then quarterly for years 2-3. That gives you accurate working-capital and cash-flow timing, not just a lump-sum number.

Use these practical steps:

• List tasks, owner, start/end month
• Assign cost type: cash today vs. capitalizable vs. amortized
• Tag costs to P&L or capex and to tax treatment
• Stress-test timing: 0%, 25%, 50% slippage scenarios

Use a simple example to show the mechanics: assume an enterprise value deal of $500,000,000 with expected integration equal to 2.5% of EV = $12,500,000. Allocate 60% to Year 1 ($7,500,000), 30% to Year 2 ($3,750,000), and 10% to Year 3 ($1,250,000). Here's the quick math: if pro forma EBITDA is $60,000,000, a Year 1 cash outflow of $7.5m reduces free cash flow and raises near-term leverage and covenant risk.

What this estimate hides: tax deductibility timing, capitalizable items, and potential insurer or vendor cost-sharing-model those line items explicitly.

Model costs monthly, not annually.

Action: Integration lead to deliver a D+14 task schedule and cost estimate; Finance: insert monthly cash flows into the 13-week and 3-year model.

Quantify key operational risks: customer loss, IT migration, and key-person exits

Translate operational risks into dollars and probabilities so you can price contingencies and decide on retention levers. Focus on three high-impact areas: customer attrition, IT migration downtime, and key-person departures.

Customer loss - steps and benchmarks:

• Segment revenue by customer concentration and contract term
• Estimate attrition by cohort (cross-sell risk higher in top 10 customers)
• Use conservative scenarios: low (1%), base (5%), high (10%) annual revenue loss

Example math: if target revenue is $200,000,000, a 5% customer loss equals $10,000,000 lost top-line. At a 30% EBITDA margin, that's roughly $3,000,000 EBITDA hit before fixed-cost adjustments.

IT migration - how to model:

• Identify blackout windows and quantify revenue-at-risk per week
• Assign remediation costs (contractors, expedited hardware, rollback)
• Model probability-weighted downtime: 0.5%-3% revenue interruption for typical mid-market deals

Example: 2-week outage on $200m revenue ≈ $7.7m weekly revenue at risk (annual/52), plus $500k-$2m remediation spend depending on complexity.

Key-person exits - quantification and mitigants:

• Estimate revenue linkage per exec (e.g., top salesperson = 15% of a product line)
• Model replacement cost: search fees (~25% of salary), sign-on bonuses ($200k-$1m), and productivity drag (3-12 months)
• Layer retention: cash deferred, equity cliff, or escrow/earnout

Model a combined shock: 5% customer loss + one-month IT downtime + two key exits yields a fast, visible P&L and covenant impact - run that as the downside case and quantify probability.

Model a 5% customer loss case.

Action: Sales/Customer Success to provide top-20 customer revenue by D+7; IT to map migration critical path by D+10; HR to cost retention packages by D+14.

Set trigger-based contingency reserves and earnout mechanics in the model

Don't leave contingencies vague. Put a reserve line on the balance sheet or an off-balance escrow amount, tied to measurable triggers. Make the triggers binary or tiered so payouts and reserves are predictable and easy to model.

Contingency reserve design - best practice:

• Size reserve as a % of purchase price or expected integration spend: typical range 1%-4% of EV
• Define triggers: revenue misses > 5%, IT downtime > 2 weeks, or integration cost overrun > 20%
• Specify release mechanics: incremental release at 6/12/18 months after milestone certification

Example sizing: for a $500,000,000 deal, reserve range = $5,000,000-$20,000,000. Use a tiered approach: $5m escrow for immediate remediation, additional $10m contingent on material breaches, and further holdbacks for earnouts.

Earnout mechanics - how to model and price:

• Choose clean KPI: revenue, EBITDA, or customer retention for a defined period (12-36 months)
• Set cap and payout curve: e.g., up to 10% of purchase price payable if EBITDA target met; linear payout between floor and target
• Model expected earnout as probability-weighted payments across scenarios

Example earnout: up to $50,000,000 (which is 10% of a $500m purchase price) payable if 2026 adjusted EBITDA ≥ $85,000,000. If buyer assigns a 40% chance of hitting that target, expected earnout = $20,000,000 and should be booked as a contingent liability or disclosure per accounting advisors.

Tax and accounting note: model the timing of tax deductions and payroll/tax on retention payments; coordinate with tax counsel for state nexus issues.

Use binary triggers and cap payouts.

Action: Legal to draft escrow/earnout term sheet by D+21; Finance to model probability-weighted earnout and reserve on pro forma balance sheet.

The Benefits of Modeling Merger and Acquisition Deals

Reiterate that robust models clarify price, financing, and integration choices

You need clear answers on what price you can pay, how to finance it, and what integration will cost - a detailed deal model gives those answers in dollars and timelines.

Put simply, a deal model combines a financial forecast (revenues, margins, cash flow) with transaction mechanics (purchase price allocation, assumed debt, equity issued, closing adjustments). That lets you convert negotiation terms into three concrete outputs: pro forma cash flow, pro forma balance sheet, and buyer return metrics.

One-liner: A good model turns negotiation talk into a dollar-by-dollar decision tool.

Practical checklist:

• Use FY2025 actuals as the baseline inputs
• Map purchase price to enterprise value → net debt → equity value
• Model cash vs. stock consideration and estimate the post-close share count
• Include closing adjustments (working capital true-up, escrow, transaction fees)
• Show tax effects and projected debt paydown schedule

Here's the quick math to check: enterprise value minus net debt equals equity value; equity value divided by post-deal shares equals implied price per share. What this estimate hides: contingent earnouts, deferred tax timing, and integration slippage.

List immediate next steps: build base model, run 3 scenarios, and compute accretion

Start by locking FY2025 reported numbers (income statement, balance sheet, cash flow) and adjust for one-offs to create an adjusted FY2025 base. Then build three scenarios - base, upside, downside - and run accretion and IRR outputs for each.

One-liner: Build once, stress often.

Step-by-step plan (practical):

• Day 0-3: Pull FY2025 audited statements and roll forward to a 5-year forecast
• Day 3-7: Create base-case assumptions: revenue growth +3%, EBITDA margin change 0 bps, integration realize 30% of synergies in year 1
• Day 7-10: Upside case: revenue +8%, margins +200 bps, synergy ramp 70% year 1; downside case: revenue -10%, margins -300 bps, no synergy realization
• Compute: pro forma net income, pro forma EPS, and buyer IRR over the holding period (typical hold 3-5 years)
• Calculate accretion/dilution: compare pro forma EPS to acquirer FY2025 EPS (adjust for new share count and transaction costs)
• Run sensitivity table and create tornado chart showing which inputs (revenue, margin, synergies, purchase multiple) move value most

Example quick math (hypothetical): if target FY2025 adjusted EBITDA is $50m and you assume an 8x purchase multiple, enterprise value = $400m; if net debt is $60m, equity value = $340m. Use that to compute financing needs and accretion.

What to report to stakeholders: base model file, three scenario outputs, accretion table, IRR and payback, and a single-page sensitivity chart. Defintely include a one-page executive dashboard with key levers and break-even purchase price.

Assign ownership: Finance lead builds draft model; M&A lead reviews assumptions

Clear ownership avoids finger-pointing and speeds iteration. Assign concrete tasks, deadlines, and single owners for each deliverable.

One-liner: Assign, schedule, ship.

Owner and timeline template (use calendar dates around FY2025 close planning):

• Finance lead: build draft model (base + 3 scenarios) within 10 business days; deliver working file and executive dashboard
• M&A lead: review all assumptions within 3 business days of draft, return annotated model with agreed changes
• Corporate development: validate synergy schedule and integration calendar within 5 business days
• Treasury/CFO: present financing plan (term sheet options, pricing, covenants) within 7 business days
• Legal: prepare indicative transaction terms and escrow/earnout clauses within 10 business days
• Risk/Operations: produce top 5 operational risk mitigations and estimated costs (year 1-3) within 7 business days

Concrete next steps for you now: Finance: build the base model using FY2025 adjusted numbers and deliver by the internal deadline; M&A: schedule assumption review meeting within 3 business days. Finance: draft a 13-week cash view for post-close runway while the model is iterated.