Transaction Support Services

Whether you are a buyer or a seller, we assist and advise in your financial, commercial, market and operational due diligence to help you maximize the value from a proposed transaction ("Value Due Diligence"). Our approach is to understand the dynamics of the deal and the business, its motives, its value drivers, its synergies, its risks and, ultimately, its pricing.

Our services span the entire deal cycle, from early stage deal evaluation through execution to post acquisition integration and deal harvesting, depending on the needs of the customer.


Financial due diligence

Financial due diligence helps you identify and focus attention on (a) the factors in the business that will be critical to its future success, and (b) areas that have the most impact on value to uncover hidden risks and opportunities, and ensure that the financial information of the target business reflects the reality.

By assessing Qualities of Assets, Earnings, Cash Flows, etc. we help buyers to:

  • Improve your understanding of the target business so that the deal can achieve its objectives
  • Identify and understand critical success factors and the resulting relevant issues so that informed decisions can be made
  • Highlight strengths to capitalize upon, and weaknesses to resolve.


Vendor due diligence and vendor assistance

With vendors, we work as either vendor due diligence or vendor assistance specialists. When a business is up for sale (or selling off one of its parts) it may show an in-depth report on its financial health to potential buyers. This is called vendor due diligence. We provide independent comfort to both buyers and sellers of the business, on its performance and prospects. Vendor due diligence helps you to:

  • Remove the necessity for a buyer to have substantial access to do their own due diligence
  • Address the concerns and issues that may be relevant to even the most demanding purchaser
  • Provide purchasers with greater certainty over the characteristics of its cash flow
  • Allow the seller to keep control of the sale process
  • Minimize the business value erosion and the potential disruption that a sale process can cause
  • Present balanced findings (including potential upside and downside risks).

As vendor assistance specialists, we provide bespoke solutions to assist you in successfully undertaking a disposal of a part of your own business. We work alongside management and lead advisers, helping you to:

  • Provide the option to regroup/fix outside the glare of publicity
  • Add credibility to the facts, figures and information provided in the sales memorandum
  • Understand issues and opportunities on time so that the correct steps can be undertaken
  • Keep pace and initiative throughout the sale process.


Commercial and market due diligence

We advise you on your investment and acquisition strategies. Our industry and market know-how allows us to identify and address the key commercial issues quickly and cost-efficiently.

  • Through a rapid diagnosis of, and subsequent focus on, key commercial deal issues you can be understand recent developments in your chosen sector.
  • At the most critical stage of the process you can make informed decisions as to whether this is still a route you wish to take.
  • Without the need to go up the 'learning curve' at your expense, receive our well-researched conclusions and integrated views on all aspects of the transaction.


Operational due diligence

Savvy investors and corporate executives are recognizing that successful transactions require optimization of returns, also expecting a target business to drive and improve operations -- unlocking value, seizing opportunities, minimizing risks, and maximizing the cash flow efficiency throughout the investment lifecycle.

We analyze functional and departmental processes, including compensation and benefits, supply chain and distribution channels, core operations, information technology, and back-office operations (such as treasury, investments and cash management, accounting, and human resources).

From our thorough facts-based analysis, we identify and quantify potential EBITDA adjustments and working capital risks and opportunities.

Our integrated Operational and Financial Due Diligence teams work seamlessly to construct a holistic view of the transaction opportunity, including whether outsourcing should be cost-beneficial.

Our Operational Due Diligence services also include the following, if required:

  • Business Plan Review (a basis for developing post-acquisition plan and implementing changes for desired results)
  • Customer lifecycle advisory
  • Performance Improvement


Sale and Purchase Agreements ("SPA")

In any transaction, the SPA represents the outcome of key commercial and pricing negotiations. We provide expert support at all stages of a transaction.

Pre-deal, we assist in the identification and articulation of value issues relating to pricing and deal completion mechanics, to assist you formulate the arguments and counter-arguments required to justify your proposed approach in SPA negotiations. This includes providing advice on:

  • The appropriate financial benchmarks and related arguments for the purposes of price negotiation and drafting the SPAs
  • The working capital requirements of the business
  • Negotiations of the accounting aspects of the SPAs, including commentary on:
    • The pricing mechanism
    • Relevant representations and warranties
    • Other accounting related clauses of the SPAs
    • Any dispute resolution mechanisms related to the purchase price adjustment.

Post-deal, we assist you in protecting or generating value through the execution of any SPA completion mechanism.


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