Vendor due diligence and vendor assistance services

An in-depth report on your company’s financial health to help with its sale.

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When it comes to selling your business, a reliable and professional vendor due diligence (VDD) or vendor assistance service can help to maximise its value and minimise the risks.

What is vendor due diligence?

Nearly every M&A process involves due diligence, whereby a potential buyer performs an in-depth assessment of the business’ financial robustness and commercial potential.

Selling a company can be a highly demanding and time-consuming process for owner managers. It places significant strain on the company’s resources, particularly affecting key management and finance teams who must respond to the preferred bidder’s due diligence enquiries, involving comprehensive requests for financial, commercial, IT, legal, and HR information, while simultaneously managing day-to-day operations. Rather than allow the bidder to lead the due diligence process, a seller can undertake what’s known as vendor due diligence (VDD), whereby they mandate an adviser to prepare a financial and tax review. Presented initially to the seller, a VDD is later shared with potential buyers.

What are the benefits of a VDD?

  • Seller maintains full control over the type and scope of information being disclosed to potential investors
  • The early identification of key issues allows the sell-side to eliminate/mitigate prior to disclosure to bidders as well as message identified risks
  • It maximises exit value through the early and thorough identification of adjustments to EBITDA and working capital
  • It allows more investors to participate in the negotiation process, which should improve the sell-side's bargaining position
  • Time and resources savings – shorter involvement of the target’s financial and accounting personnel; a single due diligence process instead of separate due diligence processes for each investor
  • Time-efficiency leading to faster transaction completion.

How does a vendor assistance report differ from VDD?

A vendor assistance report is a lighter touch review which covers much of the same scope as a VDD but at a higher level and typically at a lower cost. Because of the lighter touch nature of the work, no duty of care is accepted to the ultimate purchaser of the business.

Why choose Evelyn Partners for your VDD?

At Evelyn Partners, our team of experienced and qualified experts can provide you with comprehensive and flexible VDD services tailored to your specific needs and objectives.

As a founding member of CLA Global Limited (CLA Global), Evelyn Partners provides a truly international service.  We can help you navigate the cross-border tax and regulatory issues that may arise in your deal, and provide you with access to our in-house specialist teams in areas such as business tax, employee benefits, IT and pensions.

Frequently asked questions about VDD

What is the typical scope of a VDD report?

While the scope of each report is tailored to the company being reviewed in agreement with the vendor, it typically covers:

  • Historical and projected financial performance
  • Working capital requirements and cash flows
  • Tax liabilities and opportunities
  • Operational and strategic risks
  • Quality of assets and earnings
  • Internal control environment and accounting policies

Who is the VDD report addressed to?

The report is initially addressed to the vendor. It is then made available to an agreed list of potential purchasers, on a no reliance basis. However, the ultimate purchaser of the target business does normally get to rely on the report through an assumption of duty letter.

How do potential buyers get comfortable that the VDD is independent?

The ultimate purchaser of the business gets to rely on the report through the assumption of duty letter. Therefore, the work must be prepared with the purchaser in mind. It would not be in the interest of the preparer to play down any issues identified as they are ultimately on the hook to the purchaser.

Will buyers do their own due diligence?

Buyers will use the VDD report as the basis of their own due diligence. They could hire their own advisers who may read the VDD report and offer their own interpretation or possibly do top-up work. However, even in this case the VDD report will save them (and consequently target management) considerable time and effort.