Cut through complexity to see what a deal is really worth.

Financial due diligence

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Overview

Real deal value can be hard to pin down. We make it clear. Our specialists assess whether a target's financials reflect current, sustainable performance—uncovering risks and opportunities others miss. Combining deep sector expertise with AI-powered analytics, we evaluate core value drivers, flag exposures that could impact pricing or structure, and establish the financial story is credible and defensible. Our analysis focuses on quality of earnings, assets, net working capital, and cash flow levers—so key assumptions hold up under scrutiny.


Market trends

76%

increase in megadeals over $5B year over year, raising the stakes for getting the numbers right in every transaction.

Source https://www.pwc.com/gx/en/services/deals/trends.html
36%

growth in deal value while volume rose just 1%, showing capital is concentrated in fewer, high-risk deals.

Source https://www.pwc.com/gx/en/services/deals/trends.html

Capabilities

Quality of Earnings

Gain clarity on what the business actually earns and not just what it reports. We analyze a target company’s underlying earnings to determine a sustainable run-rate. One-time items are identified and normalized, alongside pro forma impacts from structural changes such as acquisitions or divestitures. Sector-specific insights feed directly into your valuation model and purchase price discussions, so you know exactly what you’re buying.

Net Working Capital assessment

Build confidence in your capital structure assumptions before you sign. We provide deep insight into the working capital requirements of a target business by analyzing composition, key trends, and drivers. Understand how cash flows through the business and what level of capital it needs to operate. Our analysis supports the working capital definition and target ("peg") included in the purchase agreement, helping you set the right baseline and avoid post-close disputes.

Diligence analytics

Accelerate your diligence timeline and uncover commercial and operational insights that conventional analysis might miss. We apply advanced, data-intensive and analytics-driven techniques to enhance traditional diligence and analyze large, complex data sets using repeatable, technology-enabled methodologies. From AI-powered income statement trending and granular price-volume analysis, we turn raw data into defensible findings you can act on at the negotiating table.

Contracts and closing mechanisms

Get practical, commercial advice on the accounting and financial terms in your sale and purchase agreements (SPAs). We combine financial diligence and deals dispute expertise to help shape working capital targets, earnout structures, and other adjustments. Our specialists advise on hundreds of agreements each year, experience that helps give you more clarity on purchase price levers, transaction timelines and deal risks plus sharper arguments to strengthen negotiations and secure value at every stage from pre-sign through post-close.


Insights


Financial due diligence is often the first lens into a deal—and it shapes many decisions that follow. Our role is to give clients a clear, fact-based view of what they're buying or selling, so they can move forward with confidence and negotiate from a position of strength.

Nick DonkarFinancial Due Diligence Leader, PwC US

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Abhijeet Shekdar

Principal, US Valuations Leader, PwC US

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