Sell-Side M&A/Vendor Due Diligence
We unlock hidden value as our clients sell or carve-out a non-core business.
Contact UsKroll provides sell-side and lender transaction services to a full spectrum of family and private equity-owned businesses as well as multinational clients with growing international businesses.
Key Services
- Historical Financial Analysis – Quality of Earnings and Quality of Working Capital analyses/Cash flow
- Analysis of Operations – We analyze a Company’s operations to understand if there is an opportunity to present operational process improvements and potential future benefits from our analysis to enhance value of true deal
- Projections – Identification and validation of key projection assumptions, sensitivity analysis and risk profile, quality of backlog analysis, and projected working capital peg
Key Benefits of Sell-Side Due Diligence
- Reduce time to close and enhance value
- Validate Management’s adjustments to reported EBITDA
- Identify potential Quality of Earnings adjustments, including pro forma, operational process improvement and run-rate adjustments
- Provide “script” from which all members of Management can take direction
- Reduce Management’s discretion and time devoted to transaction
- Assess Net Debt and Debt-like items and summarize significant commitments and contingencies
- Assess Quality of Net Assets and assist with the working capital definition and computation
- Identify potential tax exposures, alternative structuring scenarios, and purchase agreement improvements that maximize value to the sellers
- Provide IT, compensation and benefits due diligence to enhance the deal value
- Summarize accounting methodologies, policies and controls, including departures from GAAP or IFRS
- If transaction involves a carve-out, assist in bridging and reconciling historical financial data with deal-based financials
Frequently Asked Questions
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Comprehensive Due Diligence Solution
Our Comprehensive Due Diligence solution helps clients minimize risks and make the most informed business decisions. We support in the areas of tax, compliance and regulatory, ESG, operations/strategy, M&A, financial and accounting, investigations, disputes and cyber/IT risk.