Services / Service 01
Sell-Side Readiness
Most value is not lost in the negotiation. It is lost in the three weeks after the buyer’s advisors get access.
Most value is not lost in the negotiation. It is lost in the three weeks after the buyer’s advisors get access.
A buyer’s diligence team will normalise your EBITDA, define your working capital, and decide what counts as debt. Each of those is a number you can shape beforehand and can only defend afterwards.
When the answers get assembled in a hurry, mid-process, the same three things happen. The price gets chipped. The indemnity list grows. And your management team spends a quarter answering questions instead of running the company — which shows up in the trading the buyer is watching.
Readiness work moves that discovery forward by a year, to the point where findings are still cheap to fix.
A normalised EBITDA bridge you can defend line by line — one-offs, owner costs, run-rate adjustments, accounting policy choices — documented before someone else builds their own version for you.
The normalised level, the seasonality behind it, and the mechanism most likely to be argued over at closing. This is the number you negotiate twice.
Everything a buyer will try to pull into the definition: leases, earn-outs, provisions, deferred revenue, unpaid capex, accrued bonuses.
Whether you can produce monthly figures by segment, reconciled, within days. If you can’t, that is the first thing diligence discovers, and it colours everything after it.
Whether the growth narrative reconciles to what the accounts actually show. Buyers test this early and they test it quietly.
Contracts, cap table, board minutes, IP, employment terms, group structure, related-party arrangements. The gap list is nearly always longer than expected.
What will surface, roughly what it costs, and what can realistically be fixed in the time available — separated honestly from what can only be disclosed well.
Every issue, its likely treatment by a buyer, and its probable price impact.
Sequenced by what has to start first, because some fixes need a full financial year to become credible.
Adjusted EBITDA, normalised working capital, net debt — with the workings behind them.
Including preparation for the questions management will be asked directly.
Once the fixes are in, to confirm they hold.
Raising money is a diligence process with a nicer name. Whether you are bringing in a minority investor, taking on growth capital, or arranging bank financing, the counterparty will interrogate the same numbers a buyer would — and will form a view on management from how well those numbers are presented. I prepare companies for that, on the company’s side of the table.
How much you actually need, over what period, and what happens to the answer under the downside case. Raising the wrong amount is expensive in both directions.
A driver-based three-statement model an investor can open, follow, and stress — with the scenarios they will ask for already built in rather than promised.
Unit economics, margin bridge, retention and cohort behaviour where relevant. The narrative has to reconcile to the accounts, and this is where most decks quietly fail.
What the money buys and what it is expected to prove by the next round or the covenant test.
Equity, debt, or a combination — with the dilution and covenant consequences of each laid out, including what it means for existing shareholders.
Teaser, information memorandum and management presentation, built from the model rather than written alongside it.
Preparing management for the questions, and running the confirmatory diligence phase so it does not consume your entire quarter.
I am not a placement agent. I do not introduce investors, and I take no fee contingent on a raise completing — my role is to make sure that when you are in the room, the numbers hold.
Three to five weeks, fixed fee agreed before we start. Best begun six to eighteen months ahead of going to market — early enough that findings can still be fixed rather than disclosed.
Owner-managed and investor-backed companies with revenue from roughly EUR 5m to EUR 100m, considering a sale, a partial exit, or bringing in an investor.
Thirty minutes, no charge, no pitch. Tell me what you are considering and roughly when.