What Do Management Consulting Services Include?
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Key takeaways
- What: Pre-merger means all work before legal completion: diligence, terms, antitrust filings, financing, and Day One plans.
- Why/how: Clear steps reduce delay and protect customers and teams at closing; use pre-merger consultants to drive owners, timelines, and evidence.
- Where: In the U.S., many deals require an HSR filing and a 30-day wait; in the EU, Phase I review is 25 working days, with Phase II at 90 working days for complex cases.
Pre-merger is the pre-closing phase of M&A. It covers diligence, negotiation, required antitrust filings such as U.S. HSR or EU notification, financing, and Day One readiness. The goal is a clean close and a confident start. See the steps and timelines below with source links.
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What does pre-merger mean?
“Pre-merger” simply means before the merger. Dictionaries define it as activity that occurs prior to a merger. In practice, teams handle diligence, filings, and Day One plans during this time. Source; Source.
What is the pre-merger process?
- Thesis and screening. Align deal logic and build a target list. See strategy.
- NDA and data room access. Share the CIM and set a clean-team approach where needed.
- Due diligence. Commercial, financial, tax, legal, and operational checks. KPMG outlines typical stages.
- Term sheet and SPA drafting. Move from LOI to definitive terms and closing conditions.
- Regulatory filings. File U.S. HSR or EU merger notification when thresholds apply. See timelines below.
- Financing and approvals. Complete debt and board steps.
- Pre-close integration planning. Day One readiness across customers, people, systems, and suppliers. McKinsey on comms.
| Finding | Figure | Source |
|---|---|---|
| U.S. HSR waiting period after a complete filing | 30 days (15 days for cash tender offers or certain bankruptcies) | FTC overview; FTC 2025 HSR form notes. |
| Second Request extends the HSR timeline | New 30-day period after substantial compliance | Federal Register. |
| EU Phase I review window | 25 working days | European Commission. |
| EU Phase II review window | 90 working days, with possible extensions | EC procedure PDF; EC Manual excerpt. |
| Share of EU cases resolved in Phase I | More than 90% | European Commission. |
| Pre-deal diligence and early value-creation planning | Highlighted as critical by major advisors | KPMG. |
Timing varies by deal type, overlaps, and remedies. Always confirm current thresholds and forms with counsel.
Where pre-merger consultants fit
Pre-merger consultants coordinate diligence, filings, and Day One plans. On many mandates they partner with legal and banks while a post-merger integration team prepares customer, people, systems, and supplier steps for Day One. See our M&A services.
What are the steps of pre-merger?
- Deal thesis and target list. Align the value case and screening rules. See strategy.
- NDA, data room, and Q&A. Set clean-team rules if sensitive data is shared.
- Diligence and valuation. Commercial, financial, tax, legal, and ops workstreams; iterate the model.
- Term sheet and SPA. Lock major terms and closing conditions.
- Regulatory filings. File HSR in the U.S. or notify the European Commission where thresholds apply.
- Financing and approvals. Complete debt syndication and board steps.
- Day One readiness. Communications, service continuity, and control of cash and risk with a crisp plan.
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FAQ
Does every deal require an HSR filing?
No. Only deals that meet HSR thresholds and tests require premerger notification and a waiting period. The FTC explains scope, fees, and thresholds on its site.
What does EU “Phase I” and “Phase II” mean?
Phase I is an initial 25-working-day review after a complete filing; most cases finish here. Complex cases move to a Phase II review with a 90-working-day clock and possible extensions.
Author and review
Prepared by the NMS team supporting pre-M&A planning, diligence, and Day One design across sectors. Recent work includes target screening, HSR strategy, and integration playbooks.
Sources
- FTC. Premerger Notification Program overview. https://www.ftc.gov/enforcement/premerger-notification-program
- FTC. Premerger notification and review process. https://www.ftc.gov/advice-guidance/competition-guidance/guide-antitrust-laws/mergers/premerger-notification-merger-review-process
- FTC. 2025 HSR form updates (waiting period notes). https://www.ftc.gov/system/files/ftc_gov/pdf/HSR-Form-Updates-FINAL-POSTED-01-02-25.pdf
- Federal Register. HSR waiting period and Second Request extensions. https://www.federalregister.gov/documents/2024/11/12/2024-25024/premerger-notification-reporting-and-waiting-period-requirements
- European Commission. Merger procedures overview. https://competition-policy.ec.europa.eu/mergers/procedures_en
- European Commission. Merger control procedures (Phase II timing). https://competition-policy.ec.europa.eu/system/files/2021-02/merger_control_procedures_en.pdf
- EC Merger Manual excerpt on deadlines and extensions. https://competition-policy.ec.europa.eu/document/download/c6785486-fc46-4b8a-bbfa-d02d0b66df09_en?filename=Module+3.+Types+of+procedures_M-procedures-manual.pdf
- KPMG. Typical acquisition process. https://assets.kpmg.com/content/dam/kpmg/pl/pdf/campaigns/investment/pl-Typical-acquistion-process.pdf
- McKinsey. Communications in mergers. https://www.mckinsey.com/capabilities/people-and-organizational-performance/our-insights/communications-in-mergers-the-glue-that-holds-everything-together
- MergerIntegration.com. Day One readiness basics. https://www.mergerintegration.com/m-a-day-1
- Merriam-Webster. “Premerger” definition. https://www.merriam-webster.com/dictionary/premerger
- Cambridge Dictionary. “Pre-merger” definition. https://dictionary.cambridge.org/us/dictionary/english/pre-merger
About the Author
Aykut Cakir, Senior Partner and Chief Executive Officer, has a demonstrated history in negotiations, business planning, business development. He has served as a Finance Director for gases & energy, pharmaceuticals, retail, FMCG, and automotive industries. He has collaborated closely with client leadership to co-create a customized operating model tailored to the unique needs of each project segment in the region. Aykut conducted workshops focused on developing effective communication strategies to ensure team alignment with new operating models and organizational changes.
