By the time a sponsor's diligence team sits down with management, the work that decides the outcome has already happened — or it hasn't. This paper describes the operating posture a finance function has to adopt in the months leading up to a deal: translating cash or modified-cash books to GAAP, reconstructing the deal narrative from operating data, pre-empting the QofE adjustments that compress purchase prices, and building a data room that holds up under sponsor-grade scrutiny. The sixty days after the LOI reward companies that did the work, and punish the ones still doing it.
