Sell-Side M&A/Vendor Due Diligence

We unlock hidden value as our clients sell or carve-out a non-core business. Duff & Phelps acquired Kroll in 2018 and unified under the Kroll brand in 2022.
Contact Us

Kroll 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

The M&A due diligence stage will depend on many varying factors and this can take anywhere from 30-90 days. The diagram below is indicative of the phases Kroll follows in a typical due diligence process:

Sell Side Due Diligence

The typical process is determined by the Seller and Investment Bank, but typically takes 3-4 weeks until initial deliverable. After which, the team is available to assist the Company and Investment Bank throughout the sales process.

Connect with us on LinkedIn

Kroll Corporate Finance and Restructuring is now on LinkedIn. Connect with us for the latest insights on investment banking, corporate finance, restructuring and insolvency solutions.

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.

Financial Due Diligence

Kroll's Financial Due Diligence team provides Quality of Earnings (QoE) and key financial analyses for buyers, sellers and banks in M&A transactions.

Operations Advisory Services

Operational process improvement to increase company value in Transactions, Expansion, and Turnaround.

Strategy and Commercial Diligence

Strategic perspectives on the target’s market and competitive environment, as well as deeper insights and data on value creation opportunities.

Transaction Tax Advisory

Global tax services uniquely customized for asset managers.

IT Due Diligence

Dedicated IT due diligence team to minimize risk and optimize portfolio value of a company for M&A transactions.

Transaction Structuring and Accounting

Technical accounting expertise across the entire deal life cycle from designing deal structures during the diligence phase through to post deal integration and dispute services.