Buy-Side Advisory
Your Vision. Our Due Diligence. The Right Asset.
You've found a target that looks perfect on paper. But that's the sales pitch. How about the real business? Our job is to verify the numbers and find the truth, to ensure the value you're paying for is actually there.
You've seen the Confidential Information Memorandum. You've heard the founder's story. It sounds like a goldmine. But in the world of M&A, the difference between a successful acquisition and a million-dollar mistake often lies in what wasn't said. You need to know if the revenue is sticky, if the team is staying, and if the "synergies" are real or just math on a slide.
Growth through acquisition is a high-stakes game. You are betting your capital and your reputation on someone else's data. The challenge is to make sure that once the deal closes, the asset performs exactly as you projected. One overlooked tax liability or an aging tech stack can erase years of projected profits.
An acquisition is like a marriage. You are buying a culture, a customer list, and a set of processes. Simply finding a target is only the beginning. The real problem is navigating the "Information Asymmetry", the fact that the seller always knows more about the problems than you do. We level the playing field.
We believe that a successful transaction is only possible after a deep transformation of your understanding of the target. We'll stress-test the business model.
While you focus on the high-level strategy and cultural fit, we dive into the inner workings. Our goal is to give you the confidence to walk away from a bad deal, or the leverage to negotiate a better price based on hard data.
The Process (In Simple Terms)
Target Analysis & Preliminary Review
We review the initial data provided by the seller to identify "Red Flags" early.
Focus: Determining if the target justifies the investment of time and resources.
Result: A "Go/No-Go" decision before you spend significant capital on deep-dive investigations.
Strategic Synergy Modeling
We build a model that integrates the target's financials with your own, specifically looking for cost savings or revenue boosts.
Focus: Validating the "1+1=3" theory of the acquisition.
Result: A data-driven justification for the purchase price.
Non-Binding Offer (NBO) & Deal Architecture
We help you draft the initial offer, defining the "skeleton" of the deal. We involve a lawyer here to ensure the language protects your right to adjust terms based on the review findings.
Focus: Securing exclusivity while outlining preliminary valuation ranges.
Result: A professional entry into the deal that signals you are a serious, sophisticated buyer.
Information Request List (IRL) Management
We issue a comprehensive request for data across all departments. We don't just ask for tax returns; we ask for the data that reveals the true "health" of the customer base.
Focus: Controlling the flow of information and preventing data-dumping.
Result: A structured Virtual Data Room (VDR) that we manage on your behalf.
Quality of Earnings (QofE) Analysis
We strip away "one-time" gains and accounting tricks to find the true, recurring cash flow of the business.
Focus: Normalizing EBITDA to see what the business will actually earn under your ownership.
Result: Total clarity on the true profitability of the asset.
Operational & Commercial Due Diligence
We analyze the "how" and "who." We investigate customer concentration, contract stability, and the strength of the middle management team.
Focus: Identifying risks that don't show up on a balance sheet.
Result: A risk profile that informs your final negotiation strategy.
Legal & Compliance Coordination
We coordinate with your lawyer to review the target's legal history, including IP ownership, employment disputes, and regulatory compliance.
Focus: Ensuring there are no "ticking time bombs" in the legal structure.
Result: A comprehensive legal risk assessment.
Transaction Structuring & Payment Terms Design
This is where we define how you pay. If the owner is staying, we design the Earn-out mechanisms and performance indicators (KPIs).
Focus: Balancing "Cash at Closing" with deferred payments to mitigate your risk.
Result: A payment structure that incentivizes the founder to meet growth targets while protecting your investment.
Risk Allocation & SPA Negotiation
As the final contract (SPA) is drafted, we work with your lawyer to turn our findings into protections—using indemnities, holdbacks, or escrow accounts.
Focus: Ensuring the seller remains responsible for any "skeletons" we found.
Result: A contract that shifts risk away from you and onto the seller.
Final Valuation Adjustment
Based on the review findings, we perform a final "price check." If we found "leaks" or risks, we negotiate a "Price Chip" or adjust the earn-out thresholds.
Focus: Ensuring you don't pay for value that doesn't exist.
Result: A fair, final price that reflects the reality of the business.
Transaction Closing & Fund Transfer
We oversee the final signing and the transfer of funds. We ensure all "Conditions Precedent" are met before a single dollar moves.
Focus: Securing a clean legal transfer of ownership.
Result: You become the official owner of a verified, high-value asset.
Post-Closing Monitoring & KPI Verification
If the deal included an earn-out, our work continues. We monitor the agreed-upon indicators to ensure the founder is delivering the promised results.
Focus: Tracking performance against the "indicators" established in Step 8.
Result: Total transparency on future payments and continued growth momentum.
A Partnership Built on Results
We provide a transparent fee structure that aligns our interests with yours.
We win when you win. Our fees are primarily structured as a Success Fee, payable upon the successful completion of the deal. To cover the intense investigative work of the due diligence phases, we work on a Retainer basis, which is fully credited against the final success fee at closing. If our due diligence leads you to walk away from a bad deal, the retainer ensures you only paid for the protection we provided.
Found a company you like?
Or maybe you're not sure if the numbers are real? Message me. I promise I don't bite, and I'd rather help you spot a red flag now than help you fix a disaster later.
Free, relaxed, and no strings attached. Obviously.