Transaction Services
Financial Due Diligence.
Buy-side or Sell-side: certify financial information, identify value creation levers, and secure your transactions (M&A, LBO).
The Mission
An in-depth transactional financial analysis (QoE, Net Debt, WCR) required by investment funds and investment banks. Whether accompanying an acquirer or preparing the sale of a group (VDD), we objectify the valuation metrics.
Securing Corporate Transactions
In Mergers & Acquisitions (M&A), LBOs, or fundraising rounds, valuation is based on strict financial multiples. The slightest error of judgment regarding earnings recurrence or debt structure can destroy an investment thesis.
The Transaction Services team at Audit-AAM acts alongside investment funds, investment banks, and finance departments to objectify financial data through Buy-side Due Diligence (for the acquirer) or Vendor Due Diligence / VDD (for the seller).
Vendor Due Diligence (VDD): Maximizing the Sale Price
On the seller’s side, anticipating the questions of potential buyers is the best way to defend valuation.
By performing a VDD before opening the Data Room, we identify and resolve areas of friction (EBITDA adjustments, WCR normalization) in advance. This independent report reassures prospective buyers, streamlines the bidding process, and drastically limits late-stage attempts to lower the price.
Buy-Side: The Demand for Quality of Earnings (QoE)
On the buyer’s side, our approach goes beyond a simple accounting review. We conduct a comprehensive analysis of the Quality of Earnings. We isolate scope effects, foreign exchange variations, and exceptional items to determine the target’s true normalized EBITDA.
Our findings integrate directly with the work of your corporate lawyers to calibrate the financial definitions in the acquisition agreement (SPA), price adjustment mechanisms, and the Asset and Liability Guarantee (GAP).
A corporate transaction in preparation? Whether you are structuring an acquisition or preparing a carve-out for a sale, contact our partners to deploy a dedicated transaction team.
Methodology
- 01/ Quality of Earnings (QoE): normalized EBITDA modeling and adjustments.
- 02/ Normative WCR analysis and cash conversion cycles.
- 03/ Identification of adjusted Net Debt (deferred capex, off-balance sheet commitments).
- 04/ Data Room preparation and drafting of Vendor Due Diligence (VDD) for sellers.
The AAM Difference
- Complete command of the vocabulary and expectations of Private Equity funds.
- Production of Databooks and 'Red Flag' reports directly integrable into the SPA.
- Executive bandwidth: direct involvement of a Partner expert in M&A.
Target Impact
EBITDA
Normalized. The certified calculation base to secure your valuation multiples.
Contact a partner