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Sell-Side Due Diligence

Proactive solutions for smooth transitions

Today’s buyers are looking for increasingly detailed analyses on prospective acquisitions; there’s no such thing as a simple transaction anymore. Providing them with a ready-made, in-depth sell-side due diligence report could avoid a drawn out transaction and offers you the opportunity to address any concerns before they arise.

Even before a potential buyer has been identified, RSM can help ensure deal risks are minimized by getting in front of potential issues and ensuring the investment thesis is well supported. A process focused on articulating your growth plan, understanding your options and modeling out scenarios helps create confidence that you are allocating your resources correctly. RSM’s deal consulting professionals deliver the information you need to make solid, informed decisions to optimize value well in advance of a potential transaction.

How can we help you?

Contact us by phone 800.274.3978 or submit your questions, comments, or proposal requests.

Our sell-side due diligence services dig deep, identifying issues a potential buyer might find. In addition to addressing typical financial matters, our broad-based approach also includes a review of operational, tax, technology and cyber risk factors that could negatively impact a deal. Given the discerning eye of buyers and investors, as well as increased risk in today’s deal making world, it helps to position yourself as a transparent company taking proactive measures.

The primary objective of our engagement will be to provide you with an independent and balanced sell-side due diligence report, relaying your company’s information to prospective investors in a manner that is acceptable to the shareholders. We will accomplish this by thoroughly exploring each aspect of the business:

  • Financial: We collaborate with investment bankers to address risks early, identifying adjustments that positively impact EBITDA, increasing competition between buyers and optimizing the deal structure.
  • Information technology: We look to understand your organization’s technology risks related to front-office and back-office systems, infrastructure, and organization. RSM then plans remediation and enhancement with our clients to reduce perceived and actual risks.
  • Cybersecurity: We perform a security review of systems to reduce likelihood of a breach, secure sensitive intellectual property and data. All these efforts are to increase valuation at the time of sale.
  • Operations: We review your operational capabilities, efficiencies, and growth opportunities, giving buyers a window into the full potential of a merger.
  • Tax structuring: We research the tax implications of a proposed transaction to determine the best tax structure, optimizing a deal‘s value and potential after-tax proceeds under multiple transaction scenarios.
  • Synergy / cost savings: We consider cross-functional opportunities, highlighting existing infrastructure and capabilities that can supplement the needs of potential buyers.

At RSM, our rigorous, objective due diligence methodology allows us to analyze and validate financial, operational and strategic aspects of the deal to give our clients a holistic view to help them make – and divest – the right investments.

With that in mind, RSM has developed the M&A360TM platform, an outcome-driven framework for transaction support that helps clients drive value throughout the investment life cycle. This full suite of offerings provides a holistic roadmap from pre-close through exit, aimed at creating enterprise value for our clients. Through M&A360 TM, RSM can be your one-stop shop for platform acquisitions, carve-outs, and everything in between.

Don’t get caught off guard by unknown risks. Take charge of the pre-sale process with RSM’s sell-side due diligence.


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