Detailed Deal Review
For opportunities that have become serious
Where a transaction is live, or the position is more developed, a Detailed Deal Review provides independent analysis of the earnings, valuation and structure — from the buyer's perspective, and scoped to the transaction.
The automated assessment establishes where validation is needed. A detailed review carries that work through against the underlying information, so the price and structure can be agreed on a defensible basis.
When it is appropriate
Before the price and structure are fixed
The point at which independent analysis earns its cost is usually just before a buyer commits to a price, to exclusivity, or to a timetable.
By the time formal due diligence begins, the headline price and the shape of the deal are usually agreed. Analysis at that stage can influence how risk is allocated, but it is much harder to influence the value itself.
A review is most useful where the earnings basis is not yet settled, where the price implies a multiple that needs justifying, where the structure is still open, or where concentration and dependency risks need to be quantified before the buyer commits.
It is equally useful where a buyer needs a defensible position to present to a lender, an investment committee, or a co-investor.
Possible scope
What a review can cover
Scope depends on the information available and the complexity of the transaction. It is agreed before work begins.
Earnings
- Quality of earnings review
- EBITDA normalisation and adjustment testing
- Recurring versus non-recurring cost analysis
- Cash conversion and working capital behaviour
Valuation
- Valuation and multiple analysis
- Comparable transaction benchmarking
- Enterprise value to equity value bridge
- Cash-free / debt-free adjustments and normal working capital
- Sensitivity analysis on the assumptions carrying the most risk
Structure
- Funding structure and headroom
- Deferred consideration, earnouts and seller finance
- Retention and completion mechanisms
- Issues to raise before heads of terms or the SPA
Risk
- Customer concentration and contract durability
- Management dependency and retention
- Capital expenditure and lease position
- Major commercial and operational risks
How it works
A considered process, not a product
Initial review
You describe the opportunity and what you would like examined. Where useful, the free assessment provides useful background.
Scope and fee
A short written scope is agreed, setting out what will be examined, what information is needed, and the fee. Fee depends on the complexity and the information available.
Analysis
The earnings, valuation and structure are examined against the underlying information, with the key assumptions tested.
Findings
You receive a written analysis of where value is exposed, what should be verified, and what to raise before terms are agreed.
Important
A Detailed Deal Review is not legal due diligence, tax advice, an audit, or a substitute for regulated professional advice where required. It does not constitute a recommendation to acquire or decline a transaction, and it does not provide an opinion on whether a price is fair or reasonable in any regulatory sense.
Scope and fee are agreed individually for each transaction. No price is published because the work required varies materially between opportunities.
Request a Detailed Deal Review
Provide as much or as little as you are comfortable with at this stage. The information is used only to scope the review and to reply to you.