Buy side due diligence
Buy-side Due Diligence is executed by a potential buyer of a business. It can therefore take place at different stages of the deal cycle, e.g. during the beginning of an auction process or to complement other due diligence work (‘top-up DD’). In case of a transaction process with multiple round buy side Due Diligence can be phased.
Vendor due diligence
Vendor Due Diligence (VDD) typically consists of a comprehensive analysis and validation of a business to be sold, executed by the vendor at the early phase of a sale process.
It provides a detailed understanding of the business’s historical performance and track record, generally combined with an independent view on the sustainability of the business’s future plans and projections..
Business plan review
Beside analysing the historical performance and sustainability of historical earnings of a Target Company, it is essential to understand the business plan of the acquiree and its coherence with performance it showed in the historical period. During the business plan review we perform in-depth analysis of the key value drivers behind the prospective business plan as well as its consistency with the historical business KPIs and analyse the currently available pipeline information via supporting documentation (contracts, orderbooks etc.)
Closing account review
Most of the deals we work on use a Completion Accounts mechanism to adjust the purchase price at completion. Although the principles behind completion accounts may seem simple, they are often a source of conflict as parties differ in their interpretation of the SPA or have opposing views about accounting treatment, which affects value.
We help clients to anticipate and address issues arising from Completion Accounts and achieve a favorable outcome.
SPA negotiation support
In any transaction, the Sale and Purchase Agreement (SPA) represents the outcome of key commercial and pricing negotiations. Purchasers and Sellers are becoming increasingly sophisticated in seeking to exploit the potential value to be gained through the negotiation and execution of the SPA.
Our team provides expert support at all stages of a transaction from pre-deal work through to post-completion support. Pre-deal, the team assists in the identification and articulation of value issues related to pricing and deal completion mechanics, to assist clients in their SPA negotiations; Post-deal the team assists clients in protecting or generating value through the execution of any SPA completion mechanism.