Sell-Side Due Diligence

A seller-prepared quality of earnings analysis — sometimes called a sell-side QofE — gives sellers several advantages. It forces a rigorous look at the business’s financials before buyers do, which often surfaces issues that can be addressed in advance. It provides a clear, organized financial presentation that buyers can rely on, which speeds up the diligence process. And it establishes a defensible EBITDA figure that frames the valuation conversation from the outset rather than letting buyers define it.

A sell-side quality of earnings is a specific analysis of adjusted EBITDA — identifying non-recurring items, management add-backs, and normalization adjustments. Sell-side due diligence is broader — it encompasses the QofE analysis plus data room preparation, management presentation financial sections, working capital analysis, and proactive issue identification. We often provide both as part of a comprehensive sell-side preparation engagement.

Ideally two to three months before you plan to approach buyers. That timeline allows enough runway to prepare the financial analysis, organize the data room, address any issues identified in the sell-side review, and have the management presentation ready before the first buyer meeting. Sellers who engage earlier have more options and less pressure.

At minimum: three years of audited or reviewed financial statements, monthly management accounts for the same period, a detailed general ledger or trial balance, an updated financial model with historical and projected periods, and any existing management presentations. The data room should also include supporting documentation for significant add-backs or adjustments to reported results. We help organize and populate the data room to ensure it is complete and well-structured.

Working capital is one of the most negotiated items in any M&A transaction. We analyze the target’s historical working capital patterns, identify seasonal trends and unusual items, and develop a supportable position on normalized working capital. This analysis forms the basis for management’s proposed working capital target in the purchase agreement — and having a well-supported position reduces the risk of a post-close dispute.

Yes. We regularly engage during live processes to support management’s responses to buyer diligence requests, help address findings as they arise, and provide additional analytical capacity when the diligence process accelerates. We can mobilize quickly and integrate with your existing advisors.

Yes. We regularly work with foreign private issuers and companies with cross-border structures, including IFRS reporting, US GAAP reconciliations, and multi-entity consolidations for companies with domestic and international subsidiaries.

In most cases, we can begin within a few days of finalizing our agreement. Our onboarding process is straightforward — a brief discovery session, a clear statement of work, and secure access setup. We do not have lengthy intake procedures that delay the start of actual work.