Solutions / Due Diligence & Research / Commercial Due Diligence
Commercial Due Diligence
Most deals are priced on a management growth case. Commercial diligence exists to find out whether that case survives contact with the target's actual customers and market.
Customers actually contactedCurrent, former and prospective customers interviewed on satisfaction, spend intent and switching risk.
The load-bearing assumption foundThe one or two assumptions carrying the valuation are identified and tested separately.
Findings, not comfortIf the growth case does not hold, that is what the report says.
In simple terms
You tell us the deal and the thesis. We test the target's market, customers and growth case independently, and tell you which parts hold and which do not.
What Commercial Due Diligence is. Commercial due diligence independently tests the target's market position, customer relationships, competitive exposure and growth assumptions, and states plainly which parts of the investment case hold and which do not.
What makes this different. A review that always supports the transaction is comfort, not diligence. Ours reports what it finds, including the findings that change the price or stop the deal.
What the service covers
These are the areas we work across, such as the ones below. We combine them in the proportion your question needs, and we tell you which ones your question does not need.
Market assessment
Independent sizing, growth and structure analysis, tested against the target's own market claims.
Customer testing
Structured interviews with current, former and prospective customers on satisfaction, spend intent and switching risk.
Competitive position
Where the target genuinely holds advantage, how durable it is, and what erodes it inside the hold period.
Growth case testing
Each assumption in the plan tested separately, with the ones that carry the valuation identified explicitly.
Questions this answers
If something like this is on your agenda, the engagement is already half scoped.
- Is the market growing at the rate management claims?
- How sticky are the top customers, in their own words?
- Is the pipeline real, or the same opportunities recycled across three quarters?
- What competitive threat is credible within the hold period?
- Which assumption in the model does the whole valuation rest on?
How you can use this
A few of the situations where this service does real work.
Screening before full scope
You need to know quickly whether this asset is worth full diligence.
Testing a growth plan
Management projects strong growth and the basis is unclear.
Checking customer stickiness
Revenue is concentrated and retention is assumed.
Competitive threat in the hold period
A rival could erode the position before you exit.
What changes for your business
The practical difference between running on this and running on what you have now, such as the following.
You price the risk instead of discovering it
Issues found in your own diligence are negotiable. Issues found in the other side's are deductions.
You spend diligence budget in the right order
A fast screen surfaces deal-stoppers before you commit to full scope on an asset that will not clear.
Committee papers stand up
Findings are evidenced, severity-rated and structured the way an investment committee expects to receive them.
You get the uncomfortable findings too
A review that only supports the deal is comfort, not diligence. Ours reports what it finds.
Valuation rests on tested assumptions
The parts of the model carrying the valuation are identified and tested separately, rather than accepted as a set.
You can act on it after close
Findings come with commercial consequence and owner, so the first hundred days start from something concrete.
Who this is for
Roles that commission this work most often include those below. Each asks a different question and gets a different cut of the same evidence.
Investors and deal teams
Does the investment case hold under independent testing?
Findings with severity, evidence and commercial consequence, in a format an investment committee accepts.
Corporate development
Are we buying what we think we are buying?
Independent assessment of market position, customers and growth assumptions, including the uncomfortable parts.
Finance and CFO teams
Are these numbers defensible?
Reconstructed and normalised financials with the estimation method stated wherever disclosure runs out.
Risk and compliance leadership
What are we inheriting that we have not priced?
Regulatory, environmental and governance exposure with cost and timing attached.
Founders and vendors preparing to sell
What will a buyer find that we have not addressed?
The issues a buyer's adviser will raise, ranked by likely price impact and whether they can still be fixed.
Typical clients
How we work
The third step is the one that makes the output usable, and it is the one most work of this kind skips.
Understand the decision
We start from the decision the work supports: proceed, reprice, or walk. That decides what has to be proven and to what standard.
Gather and test independently
Market, customer and financial evidence gathered directly, then tested against what management has represented.
Read it for your position
What matters depends on your hold period, your thesis and your risk appetite. The same finding is fatal for one buyer and immaterial to another.
Report to committee standard
Findings with severity, evidence and commercial consequence, structured the way an investment committee expects to receive them.
What you receive
Diligence report structured to investment committee standard
Findings register with severityevidence and commercial consequence
Financial or commercial model with scenarios
Management presentation and a live question session
Access to Phi, our AI research platformincluded
Every engagement comes with access to Phi. Ask questions of your own findings in plain language, pull the evidence behind any number, and keep querying long after the work is delivered. Your team gets the working intelligence, not just the document.
Open PhiWays to start
Tell us the decision and the date it has to be made by. We will recommend the smallest engagement that gets you there.
Red-flag review
A fast screen surfacing the issues that would stop a deal, before you spend more.
Full diligence
Complete commercial, financial or operational review to committee standard.
Portfolio monitoring
Continuous watch on holdings, with alerts on material change.
Common questions
How fast can you turn this around?
A red-flag review in one to two weeks; full diligence in three to six, depending on customer interview access.
What if you disagree with the investment thesis?
We say so, with the evidence. A diligence provider whose findings always support the deal is providing comfort, not diligence.
Who owns the work?
You do. It is exclusive to you, it is not resold, and working files are handed over unlocked.
Will you sign an NDA?
Yes, before the first conversation if you prefer.
Tell us the decision you are facing
Send us the question, the context and your timeline. You get back a recommended first step, what evidence it needs, and what it costs. Not a capability deck.