Solutions / Due Diligence & Research / Vendor Due Diligence
Vendor Due Diligence
Every issue a buyer discovers in their own diligence becomes a price negotiation. Issues you have already found and addressed do not.
Reviewed as a buyer wouldThe same tests an acquirer's adviser applies, run before they get the chance.
Issues ranked by price impactFindings ordered by likely effect on valuation and by whether they can still be remediated.
Data room readyReported in the structure acquirers and their advisers expect to receive.
In simple terms
You tell us you are preparing to sell. We review your own business the way a buyer's adviser would, and tell you what they will find while there is still time to fix it.
What Vendor Due Diligence is. Vendor due diligence produces an independent commercial review of your own business ahead of a sale, identifying the questions a buyer will ask, testing your growth story, and surfacing weaknesses while there is still time to fix them.
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.
Independent commercial review
Your market position, customers and growth case assessed exactly as a buyer's adviser would assess them.
Growth story testing
Assumptions in your plan tested against market and customer evidence before they are tested in a live process.
Issue identification
The findings a buyer will raise, ranked by likely price impact and by whether they can still be remediated.
Buyer-ready reporting
A report structured for a data room, in the format acquirers and their advisers expect to receive.
Questions this answers
If something like this is on your agenda, the engagement is already half scoped.
- What will a buyer's adviser find that we have not addressed?
- Does our growth story hold up under independent testing?
- Which customer concentration or contract issue will get priced against us?
- Are our reported numbers defensible in the format a buyer expects?
- What should we fix in the six months before we go to market?
How you can use this
A few of the situations where this service does real work.
Preparing for a sale process
You are heading to market and want to control what surfaces.
Testing your own growth story
Your plan will be challenged and has not been stress-tested.
Customer concentration risk
A small number of accounts carry the revenue.
Shortening the diligence period
You want fewer surprises and a faster process.
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
Does independence matter if we commission it?
It is the whole point. A report that reads as advocacy is discounted immediately, so the findings have to include the uncomfortable ones.
When should we start?
Six to nine months before going to market, so identified issues can still be fixed rather than only disclosed.
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.