Agreed is not completed: the gap between signing and closing, and how owners lose value in it
Several deals announced in the week to 21 August 2026 were agreements, not completions. Here is what sits in that gap, why regulated businesses take longest, and how owners protect the price they agreed.
Published 21 August 2026. Written and reviewed by Joe Lewin, Founder and Managing Director, DealFlowAgent.
Key takeaways
- Press coverage uses the word acquisition for two very different things: a signed agreement and a closed transaction. Several announcements this week were the first, not the second.
- One TIC transaction we tracked in the week to 14 to 21 August 2026 was announced as an agreement expected to close in the final quarter of the year. That is a gap of roughly a quarter between the headline and the money.
- In regulated healthcare, the gap is usually driven by registration transfers, funder or commissioner consent and landlord consent. In building services it is more often financing, warranties and completion accounts.
- Almost all of the value an owner loses after agreeing a price is lost in this window, through trading dips, key staff leaving, working capital adjustments or diligence findings.
- The way to protect an agreed price is preparation done before going to market, not negotiation afterwards.
- None of this requires you to be selling now. Everything here is preparation work that stands on its own.
Why does the distinction matter?
Because an agreement is a commitment to buy on conditions, and the conditions are where the risk sits. When a trade publication reports that Company A has acquired Company B, the underlying event may be a completion, an exchange of contracts, or an agreement subject to regulatory approval that will not close for months.
We label every transaction in our weekly reports for exactly this reason. The detail for this week is in building services and TIC transactions in the week to 21 August 2026 and healthcare transactions in the week to 21 August 2026. This article is the read-across.
What actually sits between agreement and completion?
Regulatory clearance. Competition authorities on larger deals. In healthcare, registration transfers with the relevant regulator, which run on the regulator's timetable and not the parties'.
Third-party consents. Landlords on leases, funders and commissioners on contracts, and in some cases key customers with change of control clauses. Every one of these is somebody outside the transaction being asked to do something that benefits them not at all.
Financing. Debt facilities need to be documented and drawn. Where a buyer's funding is subject to credit committee approval rather than committed, the timetable is not fully within their control either.
Completion accounts and working capital. The price agreed in heads of terms is nearly always subject to a working capital adjustment measured at completion. Owners regularly discover that a number they thought was fixed moves at the end.
Confirmatory diligence. Even after exchange, buyers continue to verify. Anything found here becomes a renegotiation lever.
Where do owners actually lose money in that gap?
Trading dips. The most common and the most avoidable. An owner mentally exits at agreement, sales attention drops, and the buyer sees a run-rate that no longer supports the price. Everything in the business must continue exactly as before, and the numbers must be capable of proving it.
Key people leaving. In fire, HVAC and electrical, engineers. In care, registered managers. In clinical services, the surgeons and therapists named in the announcement. Where a departure happens between exchange and completion, buyers reprice.
Contract renewals not landed. A framework or contract renewal that falls due during the gap becomes a condition in practice, even if it is not one in the contract.
Working capital drift. Debtor days lengthening, work in progress building, unbilled work accumulating. All of it flows through the completion adjustment and reduces cash to the seller.
Diligence findings. Undocumented accreditations, missing certificates, informal employment terms, unregistered subcontractors. These are cheap to fix now and expensive to discover later.
What protects an agreed price?
Prepare the evidence before going to market. Contract registers with renewal dates. Framework positions and whether you are the named principal. Accreditation scope and expiry dates. Asset and certificate data in an exportable format. Employment contracts and retention terms for the people the buyer is relying on. Property leases and consent requirements.
Fix the small legal untidiness early. Missing board minutes, unsigned contracts, options and promises made verbally to staff, related party arrangements. None of these stop a deal. All of them slow one down and give a buyer reasons to revisit price.
Keep trading. Set a plan for the sale period that assumes the business must hit its numbers throughout. If you are the main producer, this is the argument for building a management layer well in advance.
Understand the completion mechanism before you sign heads of terms. How working capital is defined, what the target is, how it is measured and by whom. This is one of the most consequential and least discussed parts of a transaction.
Assume conditions will take longer than quoted. Regulated transfers in particular. Build that into your own plans, including anything you have committed to personally on the strength of the sale.
Get an independent view of value first. Before any of this, you need to know what the business is worth and why. A free valuation report provides a range, the reasoning and a thirty-factor assessment, without any contact with the market.
If you have already been approached, what to do when a buyer approaches you sets out the order to do things in. If you are twelve to thirty-six months out, exit planning and exit readiness cover the preparation that both protects and raises the price.
Related guides and sector pages
This week's tracked deals: building services and TIC, week to 21 August 2026, healthcare, week to 21 August 2026.
Valuation guides: fire and life safety, compliance, testing and inspection, maintenance contracts, electrical, care homes, dental practices. Full index: valuation guides.
Sector pages: fire safety, building compliance, testing, inspection and certification, facilities management, healthcare, care homes, domiciliary care.
Owner resources: who is buying, our approach, free valuation report.
Frequently asked questions
How long is the gap between agreement and completion?
It varies widely. Simple owner-managed transactions with no regulatory dimension can complete on exchange or within weeks. Regulated healthcare transactions commonly take longer because registration transfers and commissioner consents are outside the parties' control. Larger transactions with competition or sector clearances can run for a quarter or more, and some announcements state an expected closing quarter rather than a date.
Can a buyer walk away after agreeing?
It depends entirely on the documents. Heads of terms are usually non-binding apart from confidentiality and exclusivity. After exchange, the buyer is contractually committed subject to the conditions in the agreement. The conditions are therefore the thing to negotiate carefully, because each one is a potential exit route.
What is a working capital adjustment?
A mechanism that adjusts the price at completion for the difference between the working capital actually delivered and an agreed target. It is normal and it is not a trick, but the definition and the target are negotiable and they can move real money. Agree them before you sign heads of terms, not after.
Should I tell my staff during this period?
That is a judgement call and it depends on who the buyer needs to retain and how visible diligence will be. What we would say is that surprises are worse than early honesty with the small number of people who are critical to the transaction, and those conversations should be planned rather than improvised.
Does exclusivity help or hurt me?
Buyers ask for it because diligence costs money, and it is reasonable in principle. It also removes your competitive tension at the exact moment your price is most likely to be tested. Keep it as short as is workable and be clear about what the buyer commits to in return.
Do you contact buyers about my business if I request a valuation?
No. We never approach an acquirer about your company until we hold a formal mandate with your written permission.
Sources
This article is commentary drawn from the transactions verified and cited in our two Acquisition Watch reports for the same week. All primary sources are listed there.
- Acquisition Watch: building services, facilities management and TIC transactions, week to 21 August 2026
- Acquisition Watch: care homes, physical therapy, oral surgery and behavioural health transactions, week to 21 August 2026
Methodology and disclosure
This article draws only on transactions we verified directly for the week of 14 to 21 August 2026, using acquirer newsrooms, investor releases, regulatory filings and specialist deal press, with each source page opened and its publication date checked. Where deal status is described as agreed rather than completed, that reflects what the cited announcement states. General commentary on deal mechanics reflects patterns we see across mandates and is not drawn from the specifics of any transaction listed.
Nothing here is investment, financial or legal advice. Transaction terms vary and your own position should be assessed on its facts with appropriate professional advice.
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