M&A Closing Process | A Complete Guide
As an advisor who has shepherded iGaming transactions across Europe, LatAm and North America for more than a decade, I have learned that a well-orchestrated closing is less about ceremony than choreography. Once commercial terms, valuation and headline structure are settled, the real work begins: synchronising legal, regulatory and operational tasks so that licences never lapse, cash never sits idle, and customers never notice the hand-off.
1. Why the Closing Phase Is Different for iGaming
Unlike “bricks-and-mortar” businesses, an online sportsbook or casino can be switched off by a regulator in hours. Change-of-control notifications to the UK Gambling Commission must be filed within five working days of signing, with a full continuation application due inside five weeks — or the licence is automatically at risk of revocation.
Malta, still the industry’s busiest hub, issued only 17 new B2C licences in 2024, underscoring how limited capacity can delay approvals if filings are incomplete. Meanwhile, buyers are under pressure to complete quickly: private-credit lenders, now preferred in 2025’s tighter banking market, are charging higher ticking fees once the long-stop date slips.
2. The Closing Road-Map
The objective is to arrive at closing day with three green lights:
Regulatory – all change-of-control or fresh licence approvals submitted and, where possible, pre-cleared.
Corporate – the sale and purchase agreement (SPA) and ancillary documents agreed, executed and conditionality satisfied.
Financial – consideration, hold-backs and working-capital adjustments fully funded and sitting with escrow, plus merchant and bank accounts activated in the buyer’s new entity.
Table 1 – Suggested Timeline & Responsibility Matrix
| Phase & Typical Timing¹ | Key Outputs | Lead Party | Dependencies |
|---|---|---|---|
| T – 60 days Heads of terms signed | Incorporation of buyer NewCo; EIN/VAT; initial licence filings; draft SPA | Buyer | Deal perimeter fixed |
| T – 45 days Regulatory filings | UKGC key-event notice; MGA shareholding approval; state-by-state U.S. filings | Buyer with Seller data | Clean due-diligence report |
| T – 30 days Financing committed | Credit agreement, inter-creditor deed, escrow letters | Buyer & Lenders | Draft financial covenants |
| T – 14 days SPA ready to sign | Final schedules (assets, IP, employees); tax clearance certificates | Both | Regulatory comfort letters |
| T – 3 days “Dry” signing | Funds wired to escrow; bill of sale and stock transfers pre-signed | Both & Escrow | FX booked; KYC complete |
| T = Closing | Escrow release; public announcements; platform switch-over | Escrow & Buyer | Regulator no-objection |
| T + 90 days | Form 8594 filed; earn-out starts; integration audit | Buyer | Completion accounts signed |
¹Adjust for jurisdictions with notarisation or antitrust approval.
3. Making the Documents Work for You
Poorly drafted agreements burn time and goodwill. In iGaming, clarity has an extra dividend: it shows probity to regulators. Replace archaic “heretofore” language with plain English, avoid laundry-list reps you will never enforce, and cross-reference schedules to the virtual data room index so there is one source of truth. Courts – and compliance inspectors – appreciate brevity.
4. Escrow Mechanics
Even sub-€10 m asset deals benefit from third-party escrow. Beyond safeguarding consideration, a competent escrow agent calculates net gaming revenue (NGR) proration, reconciles jackpot pools, and verifies that all player balances have been migrated without leakage. If senior debt is in the stack, escrow becomes mandatory because the lender will require a first-ranking UCC-1 filing over digital assets at closing.
5. Last-Week Checklist
Conduct a joint final inventory of tangible assets and a reconciliation of player wallets.
Execute platform migration scripts in a sandbox before the go-live freeze.
Confirm with your bank that the wire cut-off time matches the time zone of the escrow account (a UK-based bank will not process a late-day CET wire after 14:00 GMT).
Hold an “all-hands” call with compliance officers from each licensing jurisdiction to walk through the closing timetable.
6. Signing and “Wet” vs. “Dry” Closings
Virtual or “dry” closings now dominate. Parties pre-sign PDFs with DocuSign but instruct escrow not to date or release until final conditions – often regulatory no-objection emails – are uploaded. Remember: in asset deals, title passes only when the bill of sale is dated, not when it is signed. Align dating conventions across all documents to avoid accidental transfers.
7. Immediate Post-Closing Actions
Within 48 hours, the buyer should:
Notify regulators of completion (some, including the UKGC, expect confirmation within five business days).
Issue customer notices explaining that terms and conditions, RNG certifications and responsible-gaming tools remain unchanged.
Meet staff jointly with the seller; present a future-state roadmap and retention packages for key engineers.
If the seller retains receivables, agree a dual escalation path so confused players are not chased twice for the same debt.
8. Months After Closing
Track earn-out metrics, many of which hinge on gross gaming revenue or unique active players. Use an independent audit firm to certify numbers quarterly; the €84 m revenue restatement flagged by the MGA in 2024 is a reminder that regulators scrutinise aggressive adjustments.
9. Pros and Cons of a Structured Closing
Pros
Reduces regulatory and funding risk through staged conditions.
Builds trust with customers and employees by minimising downtime.
Enhances lender confidence, often lowering interest spreads once covenants are satisfied.
Cons
Additional escrow and advisory fees.
Longer lead time if multiple “long-stop” conditions (e.g., state-by-state approvals) must be satisfied sequentially.
Disclosure of sensitive data to regulators that will remain on file and could be accessed by competitors via FOIA-type requests.
10. Frequently Asked Questions
Q: How long does UK Gambling Commission approval take after a change of corporate control?
A: You must notify within five working days; the Commission then has up to five weeks to decide whether to let the licence continue or require surrender. Plan for at least six weeks of contingency.
Q: Can we sign and close on the same day if MGA approval is pending?
A: Yes, but only by making MGA clearance a condition precedent to completion, not to signing. Funds remain in escrow until the Authority emails its no-objection (usually four-to-six weeks, subject to workload).
Q: Does every jurisdiction require escrow?
A: No. Smaller EU member states will allow direct settlement, but lenders financing the acquisition typically mandate escrow so that their security interest attaches before cash is released.
Q: Do we need new merchant accounts?
A: Almost always. Payment service providers underwrite the operator, not the platform. They will insist on new KYC once the buyer’s entity takes control, even if the trading name stays the same.
Q: What is the typical hold-back period in iGaming deals?
A: Six to twelve months, tied to unresolved tax or player-dispute liabilities. For multi-state U.S. assets, expect a longer tail because states audit at different cycles.
Closing Thought
A near-perfect closing is possible when every task has an owner, every owner has a deadline, and those deadlines are backed by a cascading set of “what-if” scenarios. Follow the roadmap above, keep regulators in the loop, and your next iGaming acquisition will change hands with chips still spinning and the RNG still ticking.
This guide provides general information and should not be treated as legal advice. Engage specialised counsel in each jurisdiction before acting on any matter discussed.
