A typical UK lower-mid-market deal moves from signed LOI to exchange in 4-6 weeks. The critical path tends to be tax-deed scope and regulatory clearance, not the data-room itself. NSI, FCA and CMA clocks can extend completion materially.

1. Week 0

   LOI / heads of terms signed

   • - LOI / heads signed.
   • - Exclusivity window agreed.
   • - Adviser engagements scoped, data room access provisioned.

2. Week 1

   Open data room, first-pass

   • - FDD partner reads management accounts.
   • - Legal partner reads CA / PSC / register pack.
   • - Tax partner reads CT computations.
   • - First Q&A list issued.

3. Week 2

   Deep-dive workstreams

   • - Q&A turn from seller.
   • - FDD QoE adjustments drafted.
   • - Commercial DD interviews booked.
   • - IT / cyber report kicked off.
   • - Phase I ESA commissioned if relevant.

4. Week 3

   Findings consolidate

   • - Draft FDD report circulated.
   • - Tax-deed scope drafted.
   • - Customer reference calls.
   • - Regulatory check (NSI, CMA, FCA) confirmed.

5. Week 4

   Reports finalised

   • - Final FDD, tax DD and legal DD reports.
   • - Disclosure letter first draft.
   • - W&I underwriter market sounded if relevant.

6. Week 5-6

   Negotiation and exchange

   • - SPA negotiated.
   • - Disclosure letter agreed.
   • - Conditions precedent signed off.
   • - Exchange.
   • - Completion typically 0-30 days after exchange.

Where the timeline slips

• NSI Act mandatory notification. Acceptance (no fixed deadline), then a 30 working-day review period; if called in, a 30 working-day assessment that can extend by 45.
• FCA change-of-control. 60 working-day assessment period from acknowledging a complete notice; can be interrupted once for information requests.
• CMA Phase 1. 40 working days; Phase 2 adds 24 weeks if the deal is referred.
• Pension scheme clearance. If a defined benefit scheme is in scope, a voluntary TPR clearance application adds its own timetable.
• Tax-deed negotiation. Often the longest single negotiation strand; start it early.