Sell Side / Vendor Due Diligence

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We unlock hidden value as our clients sell or carve-out a non-core business.

Duff & Phelps 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
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