Transactions and Corporate Finance

Financial Due Diligence

Every acquisition is priced on a set of numbers the seller prepared. Financial due diligence is the work of finding out which of those numbers are real before the money moves.

We work for buyers who need to know what they are actually acquiring, and for sellers who would rather find the problems themselves than have a buyer find them halfway through the deal.

Typically 4 to 8 weeks. Mid-market deals of $5 million to $250 million across the UK, GCC, North America and South Asia.

The Work

What we examine

A due diligence report should change the price, the structure or the decision. Anything that does not is padding. We concentrate on the areas where deals are actually won and lost.

Quality of earnings

The central question in almost every deal: what does this business really earn, on a recurring basis, under new ownership? We strip out one-off items, owner-related costs and accounting choices to reach normalised EBITDA, and show every adjustment so it can be argued line by line in the negotiation.

Net debt and debt-like items

The headline price is an enterprise value. What the seller actually receives depends on net debt, and the definition is where money changes hands. We identify the debt-like items that rarely appear on the balance sheet as debt: deferred revenue, unpaid bonuses, tax exposures, overdue creditors and underfunded obligations.

Working capital

We establish a normal level of working capital from the monthly history, adjusted for seasonality and any build-up before the sale. It sets the peg in the purchase agreement, and a peg set wrong transfers value from one side to the other on completion day.

Cash flow and forecast

Does reported profit turn into cash? We reconcile the two and test the forecast the price is built on: its assumptions, its track record against past budgets, and what happens when the key drivers come in lower.

Revenue and customer concentration

Who the revenue comes from, how much of it is contracted, how much is at risk. Concentration in a handful of customers is one of the commonest reasons a deal reprices or dies, and it is often not visible from the accounts.

Tax and regulatory exposure

Historical tax compliance, open disputes, deferred liabilities and structuring risks, including cross-border exposures. Where specialist tax or legal opinion is needed we say so early, and work alongside your counsel.

Buy Side and Sell Side

Who we act for

Buy-side due diligence

For acquirers, private equity funds and investors. We test the numbers the price rests on and give you findings you can take straight into the negotiation: adjustments to EBITDA, items to add to net debt, a working capital peg, and the warranties and indemnities the risks justify.

Vendor due diligence

For owners preparing to sell. We prepare the report a buyer would commission, before they commission it. You find the issues while you can still fix them or explain them, the process runs faster, and the buyer has less room to chip the price late in the deal.

The Engagement

How it works

01

Scope

We agree what matters for this deal: the key risks, the questions the price depends on, and the deadline.

02

Information request

A focused request list rather than a generic one, issued on day one so the data room fills in the right order.

03

Analysis and management sessions

We work through the data room and meet management to test what the numbers do not explain.

04

Red flags early

Anything that could stop or reprice the deal is reported as soon as we find it, not saved for the final report.

05

Report

Findings quantified and ranked by their effect on price and structure, with the evidence behind each.

06

Into the negotiation

We support you and your lawyers through the price discussion, the net debt and working capital mechanics, and the purchase agreement.

The Market Now

Diligence has got deeper

Buyers are spending longer in diligence than they did in 2021, and going further into the numbers. Quality of earnings has become the main battleground in most mid-market deals, and sellers who arrive without having tested their own figures lose value in the process.

We set out what has changed, and the red flags that are killing deals, in our article on how due diligence has evolved.

Common Questions

FAQ

Find it before you sign

Tell us about the deal and the timeline. We will scope what matters and fix the fee before we start.

Discuss a transaction