Buy-side deal due diligence
An independent read on the target's numbers before you sign: I stress-test the forecast, rebuild normalized EBITDA, trace earnings into cash and check how much revenue rests on a handful of customers. From $6,000 · 2–3 weeks · fixed scope.
- Starting at
- from $6,000
- Typical timeline
- 2–3 weeks
- Engagement shape
- Fixed scope, fixed fee, weekly check-ins, recorded handover and 30 days of support.
Sellers present the business at its best, and they are entitled to. My job on the buy side is to find the distance between the story and the numbers, and to put a value on it, before the purchase agreement is signed.
What I review
Forecast stress-test. I test the seller's projection against the company's own history and against sector benchmarks: growth, margin, hiring and capex. Then I run it through the downside cases a lender would ask about, to see which assumptions carry the price.
Normalized EBITDA review. Every add-back is traced to evidence. One-off costs that recur every year, owner compensation set below market and pro-forma savings that have not happened yet are separated from genuine adjustments.
Cash conversion. I reconcile EBITDA to operating cash flow, look at working capital seasonality and spot receivables or inventory building faster than revenue. This feeds directly into the working capital peg.
Customer concentration. I measure revenue by customer, cohort and contract term, and look at what happens to the forecast if the largest account leaves or renegotiates.
What you receive
A written findings memo, ranked by impact on price and deal terms, with the supporting workbook. Each finding states what I found, the evidence and the suggested response: price adjustment, specific indemnity, escrow, or simply a question for management. I also walk your investment committee or lender through the findings.
Timing and fee
From $6,000, two to three weeks, fixed scope. The fee scales with the number of entities, the state of the data room and the depth of the forecast. It is agreed in the proposal before work starts and never depends on whether the deal closes.
Who it's for
- Buyers acquiring a company in the lower mid-market
- Search funds and independent sponsors under exclusivity
- Family offices reviewing a direct deal
- Lenders who want a second read on the borrower's forecast
Sample output
Extract — findings memo, EBITDA bridge
| Reported EBITDA | 4.80m |
|---|---|
| Seller adjustments | +0.95m |
| Adjustments not supported | (0.61m) |
| Normalized EBITDA | 5.14m |
| Cash conversion, LTM | 71% |
| Top 3 customers, % of revenue | 46% |
Illustrative. Built on your own data.
Deliverables
What you receive
- Forecast stress-test against history and sector benchmarks
- Normalized EBITDA review with every adjustment tested
- Cash conversion and working capital analysis
- Customer concentration and revenue quality checks
- Written findings memo ranked by deal impact
- Walkthrough with your investment committee or lender
Process
How the engagement runs
- 01
Send the brief
The contact form takes the situation: what exists, what it needs to do, and who has to be convinced. No pitch deck.
- 02
Fixed-scope proposal in 24h
Written scope, deliverables, timeline and a fixed fee. You know the number before anything starts.
- 03
Build or audit, weekly check-ins
Working sessions each week against a visible milestone list. No four-week silence followed by a surprise.
- 04
Handover and 30 days support
A recorded walkthrough of every tab and driver, plus thirty days of questions answered at no extra cost.
FAQ
Questions about deal due diligence
Series A model: 11 errors fixed, round closed at $14M
A vertical AI company entered diligence with a model built across three years by four people. The audit ran five business days.
Read it →Model health check
Run the seller's model through twelve questions for a first view of where it is likely to break.
Open the tool →Two ways to start
Get a quote, or start with the checklist.
If you know what you need, request a quote — a fixed-scope proposal follows within 24 hours. If you are still deciding, take the checklist investors effectively run your model against and see where it stands.
Get a quote
Send the brief — what exists, what it needs to do, and who has to be convinced. A fixed-scope proposal with the exact fee follows within 24 hours.