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M&A Due Diligence For Sellers

Sell with confidence

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Boutique-level care

Due diligence experts, as invested in your deal as you are.

Thorough and unbiased financial due diligence is critical to your success. At Kalos, your dedicated team of committed, experienced professionals will help you navigate the complex process and meet prospective buyers’ expectations.

Understand the true value of your company

You know your business. We know what buyers are looking for in deals.

Take your seat at the negotiation table as a confident seller with a clear picture of your company’s value. We’ll help you prepare so that, when the time comes, you know how to articulate your business’ worth in order to maximize your sale price potential.

Transaction Readiness Assessment

  • Perform a diagnostic to assess saleability, existing finance processes, quality of financial information, etc.
  • Identification and recommendations of potential improvements
  • Indication of value / preliminary valuation
  • Tax structuring and optimization

Deal Strategy

  • Valuation formalization
  • Provide guidance on deal structuring, terms, and price mechanisms
  • Advise on price-adjustment mechanisms (e.g., locked box, closing/completion accounts, deferred consideration)
  • Provision of diligence report and quality of earnings information to potential bidders and financiers (extract of the fullsome reporting)
  • Review of LOI’s and assistance with bidder and financier negotiations (e.g. VTB, earn-out, lock-box etc.)
  • Conduct question and answer (Q&A) calls with bidders

Forecasts & Financial Modelling

  • Preparation and/or review of financial models in support of financing
  • Assist in structuring and negotiating financing terms
  • Meet with potential financiers, representation and warranties insurers, investment committee or board members, as appropriate

Vendor Due Diligence Execution - Vendor Due Diligence Reports

  • Detailed vendor due diligence
    • Quality of earnings analysis
    • Net working capital analysis
    • Assessment of net debt and debt-like items
    • Analysis of capital expenditures
    • Forecast analysis
    • Identification and assessment of potential business improvements and risk mitigation strategies
    • Common deliverables
    • Excel databook of financial analyses (e.g., quality of earnings, net debt, net working capital, etc., tailored to your transaction)
    • Quality of earnings due diligence reports (“red flags” or comprehensive, tailored to your transaction)
  • Assessment of quality of financial information
  • Tax due diligence

Transaction Process Support

  • Conduct question and answer (Q&A) calls with the purchaser
  • Hold progress meetings and insights at a cadence of the client’s choosing

Transaction Closing Support

  • Advise on price-adjustment mechanisms (e.g., locked box, closing/completion accounts, deferred consideration)
  • Support negotiations and review of key terms of the definitive agreement, as applicable
    • Terms and structure of vendor financing
    • Terms and structure of earn-out targets
    • Review of deal definitions
    • Definition of net working capital
    • Treatment of debt and debt-like items
    • Definitions and treatment of transaction expenses
    • Definitions of leakage and permitted leakage
    • Review of indemnities, and representations and warranties
    • Pre-completion covenants/closing conditions
    • Work with you and your advisors to determine specific provisions that must be included within the definitive agreement
  • Preparation or review of closing balance sheet, including interpretation of definitions and provisions included in the definitive agreement

Post-Transaction Support

  • Prepare or review of closing/completion accounts
  • Prepare or review analysis of price-adjustment position
  • Prepare or review dispute/objection notice
  • Support legal advisors as needed in the event of litigation as well as provide expert services
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Our Process

We create a customized due diligence plan-for your unique deal.

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1

Evaluate

Define the transaction and the current understanding of opportunities and threats. Determine the value of your business.

2

Prepare

Dig into the numbers, conduct interviews, and prepare a vendor due diligence report that will help potential buyers build a comprehensive understanding of your business and its worth.

3

Represent

We communicate with prospective buyers on your behalf to help you maximize your exit.

Whether you’re talking millions or billions, your deal gets our most senior leaders, every time.
Book a Discovery Meeting
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