Clean over complex.

A clean deal documented under pressure is worth more than a complex deal documented at leisure.

Clean LOI. Clean LPA. Clean credit agreement. Clean SPA. Clean MIP.

Clean does not mean simple. Clean means that every term has a purpose, every purpose is named, and every term that does not have a purpose has been deleted.

The clean deal compounds. It is faster to close. It is cheaper to operate. It is easier to refinance. It is easier to exit. It is easier to use as the template for the next platform.

A lot of M&A's reputation for being complicated is a reputation for being unclean.

A clean LOI is 5 to 8 pages. It includes: parties, structure, price, rollover, earnout, exclusivity, diligence, conditions to definitive agreement, and a short list of binding provisions. Each provision is one to three paragraphs. The economic terms are specific. The boilerplate is minimal.

A clean LOI does not include a 40-line definition of what constitutes "material adverse change," three pages of conditions precedent that should be in the SPA, or fifteen subsections of confidentiality language.

A clean LPA is 30 to 50 pages. It includes formation, contribution mechanics, capital accounts, allocations and distributions, management, voting and consent rights, transfers, dissolution, and tax provisions. The waterfall is one section, not three. The protective provisions are one section, not scattered. The defined terms are at the back, alphabetized, with cross-references.

A clean LPA is not 90 pages. The 90-page LPAs are 90 pages because the drafting attorney has added every possible permutation as a separate provision. Each provision is technically correct. The cumulative effect is incomprehensible. The independent sponsor who signs a 90-page LPA is signing a document they have not fully read.

A clean credit agreement is 80 to 120 pages, well within market for senior secured facilities at the lower-mid-market.

A clean SPA is 60 to 100 pages. Its reps and warranties are organized by topic and roughly proportional to the topic's importance. Its indemnification is structured to mirror the R&W insurance policy.

A clean MIP is 15 to 25 pages. The grant agreements should be substantially identical across grantees, with only the participant name, the grant amount, and the strike value differing.

The discipline of clean documents is the discipline of the firm. The independent sponsor practice that produces clean documents on deal one, deal two, and deal three is the independent sponsor practice that has built a system. The system is the moat.

Every deal benefits from the clean documents of the prior deals. Each closing gets faster. Each LP relationship gets easier. Each refinancing requires less re-negotiation.

That discipline is what compounds.