Prospective purchasers will require comfort in numerous areas, many of which will ultimately have a bearing on the transaction price.

We can work with you, as a vendor, to plan, anticipate and explain these areas. The timely disclosure of transaction issues will help to protect shareholder value.

Potential areas of vendor assistance

In the early stages of the sale process we will introduce you to our specialist vendor assistance team. This specialist team will undertake an evaluation involving a diligence style meeting with you, focussing on the following areas:

  • potential financial due diligence issues such as quality and sustainability of earnings, normalisation adjustments, growth assumptions, forecast model integrity, accounting policies and finance function
  • robustness and scalability of the operational systems
  • possible areas of tax exposure

The primary aim of this is early identification of potential impediments to exit or value impacting issues. There is no fee for this meeting – it is all part of our service.

Identifying any diligence issues early on enables them to be managed, mitigated and where necessary communicated to purchasers in a controlled manner. The benefits of this specialist involvement to you as a vendor are:

  • reduce the chances of an abort or value adjustments arising in the later stages of the deal
  • shortens the purchaser's deal investigation process
  • allows you to highlight issues to bidders for them to consider prior to exclusivity, when you have the negotiation power
  • assists with and shortens the deal negotiation process

These services can be undertaken in advance of full vendor due diligence (VDD) and may be more suitable when:

  • you do not wish to immediately commit to undertaking VDD
  • you would like some initial input and high-level confidence in the facts, figures and information to be provided in the Information Memorandum or data room

Potential areas of vendor assistance

  • Further analysis and advice on key issues
  • Robust validation of financial information
  • Databook production
  • Dataroom management
  • Financial modelling
  • Advice on the completion mechanism
  • Advice on the sale and purchase agreement
  • Assistance in working capital/locked box negotiations
Partner Peter Dawson

+ 44 (0)20 7728 3197

Email