Sell-Side Due Diligence
Maximize your enterprise value and ensure a seamless sale process with our meticulous sell-side due diligence services.
Preparing for a Successful Exit
For vendors, thorough preparation is key to a successful and value-maximizing transaction. We help you proactively address potential buyer concerns by:
- Conducting a vendor due diligence (VDD) report that anticipates buyer questions.
- Identifying and quantifying potential EBITDA adjustments to present a clear picture of profitability.
- Optimizing working capital and identifying debt-like items to enhance deal structure.
- Reviewing revenue recognition policies, customer contracts, and growth forecasts.
- Preparing a clean and well-organized data room to accelerate the diligence process.
Our Approach to Vendor Readiness
We guide you through the process, providing clear data requests and a structured approach to validate financial data:
- Typical Timeline: Our process is designed to be efficient, often completed within 3-5 weeks depending on the complexity of your business.
- Mitigating Red Flags: We help you identify and address weaknesses or discrepancies before they become deal breakers.
- Presenting a Clean Data Room: A well-structured and transparent data room instills buyer confidence and can lead to better valuations.
What we do on the engagement
Vendor due diligence
The pack that goes into the data room and answers buyer questions before they are asked. Built to withstand scrutiny rather than to flatter the number.
Data room preparation
The supporting schedules a buyer will request: customer lists, contracts, capex, headcount, chart of accounts. Structured so the data room answers the question rather than prompting a follow-up.
Management presentation support
The financial slides for the first buyer meeting, built from the same databook so the numbers in the deck tie to the numbers in the room.
Q&A and re-verification support
When buyers come back with follow-up questions, the answers are already in the databook. We produce them in the buyer's format and on their timeline.
Frequently asked questions
Why commission a VDD rather than let the buyer do their own diligence?
A well-built VDD sets the terms of the debate. It establishes the adjusted EBITDA, the working capital peg and the net-debt definition before a buyer produces their own, and it reduces the number of re-trades at completion. A poor VDD does the opposite, which is why the quality of the work matters more than the decision to produce one.
Can you work under our brand?
Yes. On sell-side engagements we deliver in your templates under your branding. The target sees your firm, not ours.
What if the buyer still wants to do their own diligence?
They will. A VDD does not replace buyer diligence; it frames it. The buyer's team still tests the numbers, but they start from your schedule rather than building their own.
Why this matters
Sell-side diligence is commissioned by the seller to prepare for the process. Done well, it sets the terms of the debate. Done poorly, it creates a pack that buyers do not trust and re-trades at completion.
Setting the terms of the debate
A well-built vendor due diligence establishes the adjusted EBITDA, the working capital peg and the net-debt definition before a buyer produces their own. The buyer still tests the numbers, but they start from your schedule rather than building their own. That is a material advantage in negotiation.
Honesty is not optional
A VDD that only adjusts upward is not a VDD; it is a marketing document, and buyers treat it as one. We include the adjustments a buyer will challenge, not just the ones they will accept, and we flag the difference. A credible pack is worth more than an optimistic one.
The data room is the deliverable
The VDD is the headline, but the data room is where the deal is won or lost. We structure it so the buyer's team can answer their own questions without coming back to management for a follow-up request.