DealFrame Advisors Ltd has a wide variety of Briefing Notes on acquisitions and divestments available to clients, from initial deal framing, through deal execution to this final Note on deal close-out. For more information contact us on LinkedIn.

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DealFrame Advisors Ltd
Registered in Scotland No.373022. Registered Office: 27 Earlspark Crescent, Aberdeen AB15 9AY 111108
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Advisors Ltd
It ain’t what you do; it’s the way that you do it
Note for Information
DEAL CLOSE-OUT
The final stage in any acquisition/divestment process should be the capturing/dissemination of learnings.
This essentially has the following stages …
 An After Action Review (AAR), looking at what went well, what could have been done better and the
key learnings.
 Cross-learning and sharing of best practice between deals.
 A Close-Out report, summarising and providing a record of the key elements of the deal.
 Archiving of the data room contents etc and recording in appropriate corporate databases.
After Action Review
The AAR should consider each stage of the deal and look equally at …
 what went well – what we should keep doing / do more of
 what could have gone better – what we could improve
The following topics should be considered (not all may be appropriate for all deals)
General Comments  General observations about the process
Strategic planning  The strategic decision making to initiate the opportunity
Project Management / Resourcing  Overall management of the project
 Appropriateness/timeliness of assigned resources
Deal Planning  The deal planning / deal framing process
Due Diligence  Sellers due diligence (divestment)
 Buyers due diligence (acquisition)
Technical (Asset)  Availability of data, completeness of evaluations etc
Valuation  Asset valuation process
 Setting of the Sales or Acquisition price
Internal challenge/Peer review  Appropriateness of internal challenge / review
Internal interfaces  Legal, tax, intra-asset interfaces etc
Internal approvals process  Approvals/sign-off to market, to bid, to conclude the deal
External advisors  Use of Brokers, other consultants
Partner interfaces  When joint marketing / bidding
External stakeholder interfaces  Government, other stakeholders
Marketing preparation  Resourcing, preparation of marketing materials, data rooms

2. DealFrame Advisors Ltd
Registered in Scotland No.373022. Registered Office: 27 Earlspark Crescent, Aberdeen AB15 9AY
Marketing  Resourcing, running of data rooms (online vs physical)
3rd
Party interfaces  All interfaces with bidder(s), selling company
Bidding  Bid deadline changes, bidding/bid review process
Negotiation  Timing, interfaces, strengths/weaknesses
Deal Conclusion  Exchange/Completion issues
Other issues  Reputation, HSE etc
In order to get the widest possible input, it is recommended that all internal stakeholders have the opportunity
to comment on all sections of the AAR (albeit most will have comments on only a few areas).
Once all comments are received, key learnings should be identified by the deal lead, fed back into the
organisation and, if required, appropriate action plans put in place.
Interim AAR: Given that the period between bids and legal Completion can be several months, it is worth
undertaking an interim AAR on the planning / marketing process on closure of the data room (while issues are
still fresh people’s minds). This is particularly relevant where other ongoing deals could benefit from any
learnings.
Cross learning
Appropriate processes should be put in place to share the learnings from the opportunity with other deal
teams in as timely a manner as possible. Dissemination across regions should be considered.
When several deals have been done over, say, a 1-2 year period (either within one region or across regions),
it is recommended that the respective learnings are compared in order to identify for common trends/issues
that might be symptomatic of a common cause. Appropriate action can then be taken.
Close Out Report
The Close Out report should form a record of the deal, easily accessible for future reference. Suggested things
to include are …
 Overview of the deal
 Background to the deal – why it was done
 Summary of the deal chronology
 Key outcomes of the deal
 Any ongoing obligations / benefits (e.g. overriding royalties)
 Key Learnings from the AAR
 Appendices – which could include
o After Action Review
o Key internal approval documents (e.g. approval to bid document)
o Key marketing documents (e.g. Flyer, Information Memorandum)
o Key deal documents (Sale & Purchase Agreement etc)
Archiving
The data room contents form part of the legal disclosure process and the basis for the transfer of data from
the seller to the buyer at legal Completion. Hence, it is strongly recommended at an electronic copy of the
data room contents (and data room contents list) are archived by the seller at the end of the process – subject,
of course, to the rights that the seller has to retain copies of the data following sale of the asset.
Only when all of the above have been considered, can a deal truly be said to be ‘done’.
This document is provided for information/discussion only. DealFrame Advisors Ltd accepts no responsibility for any
investment decisions based on its contents.