Sell-side Due Diligence

Sell-side due diligence is best described as an introspective assessment of a seller’s own financial position. It enables sellers to proactively identify matters affecting value, negotiating leverage, and speed to close, while minimizing uncertainty in the sale process. At its simplest level, sell-side due diligence is identical to buy-side due diligence; it’s just commissioned earlier in the sale process.

We peel back the layers of your company’s financial data to produce accurate information for your buyer and address issues that could be the difference between a successful exit and a long, potentially contentious sale process. There is no checklist for sell-side due diligence, but our deep experience and proven detailed approach provide private equity investors and companies the right information and resources to realize the most value from an exit, while allowing management to stay focused on operating the business.

In performing sell-side due diligence, we:

  • Identify potential deal issues
  • Assess the quality of earnings, identify nonrecurring items, and support management’s adjustments
  • Analyze key business and profitability drivers
  • Analyze net working capital
  • Perform “carve-out” due diligence
  • Prepare a key issues report or detailed databooks to be shared with prospective buyers

Our clients often ask us to do more to assist them throughout a sale process. Typical activities include:

  • Act as extension of management or augment the company’s finance team during the sale process
  • Assist investment bankers in preparing the confidential information memorandum
  • Assist in preparing management presentation materials
  • Prepare and manage data room materials
  • Respond to buyer financial due diligence inquiries
  • Challenge due diligence findings of bidders
  • Assist in developing purchase price adjustment mechanisms
  • Assist in preparing the transition services agreement

Sell-side Due Diligence

Sell-side due diligence is best described as an introspective assessment of a seller’s own financial position. It enables sellers to proactively identify matters affecting value, negotiating leverage, and speed to close, while minimizing uncertainty in the sale process. At its simplest level, sell-side due diligence is identical to buy-side due diligence; it’s just commissioned earlier in the sale process.

We peel back the layers of your company’s financial data to produce accurate information for your buyer and address issues that could be the difference between a successful exit and a long, potentially contentious sale process. There is no checklist for sell-side due diligence, but our deep experience and proven detailed approach provide private equity investors and companies the right information and resources to realize the most value from an exit, while allowing management to stay focused on operating the business.

In performing sell-side due diligence, we:

  • Identify potential deal issues
  • Assess the quality of earnings, identify nonrecurring items, and support management’s adjustments
  • Analyze key business and profitability drivers
  • Analyze net working capital
  • Perform “carve-out” due diligence
  • Prepare a key issues report or detailed databooks to be shared with prospective buyers

Our clients often ask us to do more to assist them throughout a sale process. Typical activities include:

  • Act as extension of management or augment the company’s finance team during the sale process
  • Assist investment bankers in preparing the confidential information memorandum
  • Assist in preparing management presentation materials
  • Prepare and manage data room materials
  • Respond to buyer financial due diligence inquiries
  • Challenge due diligence findings of bidders
  • Assist in developing purchase price adjustment mechanisms
  • Assist in preparing the transition services agreement