What Happens After I Accept an Offer on My St. Augustine Business?

ryancwinterdev on July 30, 2025

Accepting an offer on your business is an exciting milestone. But the deal isn’t done, not by a long shot. The period between accepting an offer and closing is often the most stressful and complex part of the entire process. Here’s exactly what happens, step by step, so you know what to expect.

Step 1: The Letter of Intent (LOI)

Before the formal purchase agreement is drafted, buyers typically submit a Letter of Intent (LOI), sometimes called a term sheet or offer letter. The LOI outlines the key terms both parties have agreed to in principle:

Purchase price
Deal structure (asset sale vs. stock sale)
How much is paid at closing vs. through seller financing or earnout
What’s included in the sale (assets, inventory, equipment, intellectual property)
Transition period and seller’s post-closing involvement
Due diligence period length (typically 30–60 days)
Exclusivity period (usually the same as due diligence, during this time, you agree not to market the business to other buyers)
Contingencies (financing, lease assignment, key employee retention, etc.)

The LOI is generally non-binding, meaning either party can walk away if due diligence reveals something unexpected. However, the exclusivity provision and any deposit associated with the LOI may be binding.

Review the LOI carefully with your attorney and broker before signing. The terms you agree to here set the framework for everything that follows.

Step 2: Due Diligence

Once the LOI is signed, the due diligence period begins. This is the buyer’s opportunity to verify everything you’ve represented about the business. Expect to provide:

Three years of tax returns, P&L statements, and balance sheets
Bank statements (often 12–24 months)
Accounts receivable and payable aging reports
Customer contracts and revenue breakdown
Employee information (roles, compensation, tenure)
Lease agreements and amendment history
Equipment and asset documentation
Licenses, permits, and regulatory compliance records
Legal disclosures (pending litigation, prior claims, environmental issues)

Due diligence typically takes 30 to 90 days, depending on the size and complexity of the business and how organized your documentation is. Buyers may also engage outside professionals, accountants for a Quality of Earnings (QoE) review, attorneys to review contracts, and appraisers for major assets.

This Is Where Most Deals Die

It’s important to be honest with yourself (and your broker) about any issues with your business before you get to due diligence. Surprises discovered during this stage are one of the primary reasons deals fall apart, or get repriced significantly downward. Common deal-killers include:

Revenue or earnings that can’t be verified against the stated numbers
Lease assignment problems (landlord won’t cooperate or demands unfavorable new terms)
Undisclosed liabilities or pending legal claims
Key employee departures discovered during the process
Environmental or regulatory compliance issues

The sellers who get through due diligence smoothly are the ones who were transparent upfront and had their documentation organized before the process started.

Step 3: Purchase Agreement Negotiation

While due diligence is underway, attorneys for both sides will draft and negotiate the formal Asset Purchase Agreement (APA) or Stock Purchase Agreement. This is the legally binding contract that governs the transaction.

Key provisions negotiated in the purchase agreement include:

Representations and warranties (your formal statements about the business’s condition)
Indemnification provisions (who is responsible if something turns out to be wrong after closing)
Non-compete and non-solicitation agreements
Transition period terms
Allocation of the purchase price among assets (which has tax implications for both parties)
Escrow or holdback provisions

Do not skip having your own attorney review the purchase agreement. The representations and warranties you sign can create liability for you after the sale if they turn out to be inaccurate.

Step 4: Financing and Lease Assignment

If the buyer is using an SBA loan, the bank’s underwriting process runs in parallel with due diligence and purchase agreement negotiation. SBA loans in the St. Augustine market typically take 45 to 90 days from application to closing. SBA loan approval is often the longest pole in the tent for many deals.

Lease assignment, transferring your lease to the new owner, or executing a new lease directly with the landlord, also needs to happen before closing. In St. Augustine, particularly in the historic downtown, some landlords take this process seriously and may take weeks to respond. Start the landlord conversation as early as possible once you’re in a signed LOI.

Step 5: Closing

Once due diligence is complete, the purchase agreement is finalized, the loan is approved, and the lease is assigned, you’re ready to close. Closing typically happens at a title company or attorney’s office in Florida.

At closing:

You sign the Asset Purchase Agreement and all related documents
Funds are wired or exchanged (SBA loan proceeds, buyer’s down payment, and seller financing documentation)
Ownership of the business transfers

The whole closing process, once everyone is ready, typically takes a few hours.

Step 6: Transition Period

After closing, you’ll typically remain involved in a transition period, usually 2 weeks to 90 days, to train the new owner, introduce them to key customers and suppliers, and ensure a smooth handoff of operations.

Transition obligations are negotiated as part of the purchase agreement. Be realistic about how much time you’re willing to commit post-close, and make sure it’s documented clearly.

If you’re getting ready to sell your business in St. Augustine and want to understand the process in detail before you start, I’m happy to walk you through it confidentially. Knowing what’s ahead makes the journey significantly less stressful.

Curious What Your Business Is Worth?

Get a free, data-driven estimate in under 3 minutes, no obligation, completely confidential.

Try the Free Valuation Calculator →

Category: St. Augustine