Community Bank CEOs: The 198 Laps Between Deal Announcement and Closing
You signed the definitive agreement.
You made the announcement.
Employees know.
Customers know.
Shareholders know.
The exciting part is over.
Now comes the grind.
Welcome to the part of the merger nobody talks about at conferences.
The part that doesn't make for good LinkedIn posts.
The part that tests your patience and your team's endurance.
This is the closing checklist.
And it's going to consume your life for the next several months.
What You're Actually Signing Up For
Think about the Daytona 500.
It's a 500-mile race on a 2.5-mile track.
That's 200 laps total.
The announcement was lap one.
The final lap is lap 200.
This article is about laps 2 through 199.
The grind is real.
You're going to go through the definitive agreement section by section.
You'll gather documents.
Organize data.
Notify parties.
Build reports.
Supply everything the agreement requires.
It feels like pushing a rope uphill.
In the rain.
While you get continued requests for more documentation.
Get a Closing Checklist Immediately
Your legal counsel should create a closing checklist for you. If they don't have one ready, ask them to get a copy from the buyer's counsel.
This is another reason why hiring experienced bank M&A attorneys matters.
They know this process.
They have templates.
They can make this as efficient as possible.
A good closing checklist tracks three things:
1) Everything that needs to be done
2) Who's responsible for each item
3) Status notes to keep everyone informed
If you want to review what's typically in a definitive agreement, check out my book or download my roadmap to legal agreements.
But trust me, there's a lot.
One Silver Lining
At least everyone knows now.
Before the announcement, you were working in secret with a tiny team.
Now your employees are aware of the merger.
You have more hands to help gather details and data. Use them.
Just remember to batch your requests smartly.
Don't burn out your team by asking for everything at once.
What's on the Closing Checklist
Here's a taste of what you're dealing with. This list isn't complete, but it gives you the flavor:
Regulatory Items:
- Prepare applications for every regulatory agency
- Submit applications to every regulatory agency
- Track approval status from each regulator
- Publish required merger notifications (sometimes in newspapers)
Financial Tracking:
- Monitor estimated closing balance sheet
- Track estimated closing shareholder equity
- Prepare monthly financial statements
- Create monthly budget comparisons
- Generate monthly ALCO packets
Shareholder Items:
- Engage paying agent for cash consideration (if needed)
- Engage stock transfer agent for stock consideration (if needed)
- Prepare proxy materials
- Send special meeting notices
- Deliver shareholder data to agents
- Collect shareholder approval votes
Employee and Benefit Items:
- Terminate benefit plans
- Wind down deferred compensation plans
- Calculate accrued payments
- Process bonus program lump sums
- Arrange Change-in-Control payments (if applicable)
- Set up Stay-Put payments (if applicable)
Property and Insurance Items:
- Obtain titles to real estate
- Get real estate surveys completed
- Arrange environmental investigations
- Secure D&O insurance tail coverage
Ongoing Reporting:
- Weekly loan committee materials (agenda, packets, minutes)
- Monthly board packets
- Regular updates to buyer on ordinary course of business
Third-Party Items:
- Get consents from vendors with notification requirements in contracts
- Coordinate with multiple outside parties on their schedules
Closing Documents:
- Board approvals from both sides
- Officer certificates from buyer and seller
- State merger certificates (for all applicable states)
Post-Closing Items:
- Notify all regulators
- Return physical charter certificate
- Distribute closing documents
- Send transmittal letters to shareholders
- Process all payments
- Release remaining conversion funds
Nearly every item on this list involves significant work.
Some require multiple rounds of review.
Some depend on third parties who work on their own timeline.
The Items That Take Longest
Some tasks require outside help.
You're at the mercy of other people's calendars and cooperation.
Start these items immediately:
Environmental inspections - These can take weeks or months depending on findings
Title reports - Title companies work on their own schedule
Real estate surveys - Surveyors get backed up, especially in busy markets
D&O insurance tail coverage - Insurance companies need time to underwrite
Third-party consents - No matter how many vendors you have, getting signed consents back takes forever
BONUS TIP: If third-party consents are part of your annual vendor management review with the board, you're ahead of the game. You'll already know which vendors require consent. This saves massive time.
The Monthly Grind
While you're working through the closing checklist, you're also sending regular reports to the buyer.
Every month, they'll want:
- Financial statements
- Budget comparisons
- ALCO packets
- Board packets
Every week, they'll want:
- Loan committee agenda
- Loan approval packets
- Committee minutes
You're running your bank normally while documenting everything for someone else.
It's exhausting.
Why This Feels So Hard
You're still running the bank.
Performance can't slip.
You need to maintain asset quality, manage lending, keep customers happy, and retain employees.
Meanwhile, you're gathering mountains of documentation for a buyer who's watching your every move.
And you're doing all this while knowing the deal hasn't closed yet.
Things could still fall apart.
The pressure is real.
Patience wears thin on both sides.
As they say in stock car racing: "Rubbing is racing."
There will be friction during this process.
Expect it.
The buyer will get frustrated.
You'll get frustrated.
Your team will get tired.
This is when you lean on your advisors.
Your legal counsel and investment bankers can help manage the relationship.
They can step in when tensions rise.
They keep the buyer-seller relationship healthy until closing day.
How to Survive the Grind
First: Embrace it.
Don't fight reality.
This process is long, detailed, and tedious.
That's just how it is.
Fighting it mentally makes it worse.
Remember to focus on the end game.
Accept that the next several months will be consumed by checklists, documentation, and coordination.
Second: Study the list.
Human nature is to glance at the checklist and move on.
Don't do that.
Take time to really consider each item.
What work is behind it?
Who needs to be involved?
What's the timeline?
What can go wrong?
Some forethoughts make the execution much easier.
Third: Batch your requests.
Look at who will be impacted by which items. Group related requests together.
Don't ask accounting for financial reports, then come back three days later asking for more financial data.
Get it all at once.
Don't ping your loan department five separate times. Batch their items into one or two requests.
This approach:
- Saves working relationships
- Reduces interruptions
- Keeps the bank running smoothly
- Prevents burnout
Fourth: Sequence strategically.
Some items depend on others being completed first.
Some people will be hit harder than others.
Map out the sequence before you start making requests.
Who's getting the heaviest workload?
Can you spread it out over time?
Think about your busiest times.
Don't pile documentation requests on top of month-end close or audit season.
Fifth: Communicate clearly.
Your team needs to understand why these requests matter.
They need to know the timeline.
They need to see progress.
Keep everyone informed about where you are in the process.
Celebrate checkpoints as items get completed.
The Reality Check
You cannot afford to let bank performance slip during this time.
The deal hasn't closed yet.
If your numbers deteriorate, the buyer could walk away.
Or renegotiate the price.
Or delay closing.
You're juggling two jobs: running the bank and closing the deal.
Both matter.
Both require your full attention.
It's the hardest leadership challenge most bank CEOs ever face.
Keep Your Eyes on Lap 200
This isn't the fun part of selling a bank.
Nobody's writing case studies about closing checklists.
But it's where deals actually get done.
The announcement generated excitement.
The closing will bring relief.
These 198 laps in between?
This is where discipline wins.
Stay organized.
Stay patient.
Lean on your advisors.
Protect your team from burnout.
Keep the bank performing.
And remember: every item you check off gets you one lap closer to the finish line.
The Bottom Line
The period between announcement and closing is a marathon disguised as paperwork. It requires organization, patience, and stamina. Use experienced legal counsel, batch your requests intelligently, and don't let bank performance slip. The grind is real, but it's temporary. Keep your eye on lap 200 and embrace the process that gets you there.
P.S. I'm not a lawyer, an accountant, or an investment banker. Just a former bank CEO who has been in your shoes.
There are zero hacks or tricks in this newsletter. Just proven tactics that help you choose the right path for your bank.
Your path will:
- Inform your strategic plan.
- Guide your annual business plan and budget.
- Clarify priorities.
- Define your message so it can be communicated with confidence.
This is how savvy bankers navigate.
They build smart and valuable banks and choose the best time to sell on a timeline of their own choosing – serving the needs of the shareholders and the board.
I hope you found this short lesson helpful.
What are your thoughts?
I’ll see you next week.
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