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Vendor Due Diligence

Conducting a financial audit as part of a disposal, capital opening or refinancing project.

Why and when carry out a Vendor Due Diligence?

In an M&A transaction involving the arrival of new shareholders, an investment bank is generally appointed. It sets up an auction process among various potential investors. To facilitate this process, an accounting and financial audit is carried out beforehand by a renowned firm.

METHODOLOGY

The approach is similar to an acquisition due diligence. The firm carries out the standard diligence work that a buyer would want to perform, but this time on behalf of the seller or the company itself.

Analysis of the business model and historical performance

We analyse the business model, the quality of the financial information and the company's historical performance.

Determination of normative profitability

We assess the quality of earnings and determine a normative EBITDA (or EBIT) reflecting the company's sustainable profitability.

Financial analysis

We analyse historical investments (CAPEX), working capital, financial debt and EBITDA-to-cash conversion.

VDD Report

Our work is summarised in a report covering the analyses carried out and our conclusions. The draft report is intended for the client, potential investors and their advisors.

The analysis carried out helps structure and add reliability to the financial information, both historical and forecast. It provides the key to understanding the asset under review. It sets the transaction aggregates upfront: revenue, margin, normative EBITDA, net financial debt and cash flow generated. Finally, it makes it possible to identify potential risks or sensitive points to be addressed for potential investors ahead of time.

The VDD provides clarity to the financial information. It shortens the review and audit phases for the various parties involved. In short: the VDD builds trust in the disposal process. And that trust is a source of value.

At the end of the process, our final report is generally included in the transaction documentation.

WHAT WE OFFER

  • Quality of our analyses

    Rigorous analyses, based on proven methodologies and a keen understanding of financial issues.

  • Knowledge of market practices

    We bring the full extent of our experience in the mid-market deal space. We understand investors' expectations and provide our clients with the best market practices.

  • Tailored execution

    Because every M&A transaction is unique, we adapt to each context and deliver decisive solutions.

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