Review of contractual definitions
Analysis of the definitions of EBITDA, net financial debt and other aggregates set out in the legal documentation.
Price Adjustments
Independent expertise and assistance in determining price adjustments
Why seek an intervention on price adjustments?
The acquisition price may include adjustment mechanisms linked to performance, cash levels or the achievement of contractual targets. The involvement of an independent third party makes it possible to verify the calculations and, where necessary, amend the calculations proposed.
METHODOLOGY
We analyse the financial aggregates defined in the acquisition agreement (SPA), paying close attention to the accounting framework, data consistency and market practices.
Verification of adjustment calculations
Based on the accounting data and the acquisition agreement, we verify the calculations proposed by the parties.
Critical analysis and adjustments
We identify any discrepancies and propose corrections consistent with the accounting framework and market practices.
Expert report
Our conclusions are formalised in a report that may be shared in accordance with the terms set out in the engagement letter.
Adjustments relate to contractually defined criteria, in particular performance, cash levels, or the achievement of qualitative or quantitative targets, as set out in the acquisition agreement (SPA).
We act as a trusted third party to analyse the contractual definitions, verify the calculations and determine the adjustments within an objective framework.
The precision of the contractual definitions, the accounting framework used, as well as consistency with the work carried out during the Due Diligence.
It is not necessary to have carried out the Due Diligence to intervene as an expert on these matters.
WHAT WE OFFER
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Reliability of calculations
A rigorous verification based on the contractual terms and available accounting data.
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Independence and neutrality
An engagement as a trusted third party, ensuring an objective reading of the adjustment mechanisms.
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Consistency of financial aggregates
An analysis aligned with the contractual documentation and market practices.
