Sell-Side M&A/Vendor Due Diligence

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