Deal Execution

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We design investor-grade data room structures using best practices for folder hierarchy, version control, watermarking, and NDA access protocols. Our taxonomy ensures clean separation of entity-level vs asset-level disclosures and supports seamless third-party diligence.

We centralize buyer queries into structured trackers, coordinate SME responses, and draft templated rebuttals for risk-sensitive queries (labor liabilities, licensing gaps, IFRS 16 lease treatment). We aim to reduce diligence friction and preserve deal momentum.

We assist legal counsel in the Sale Purchase Agreement & Shareholder's Agreement with defining key commercial clauses: locked-box vs completion accounts, net debt/working capital mechanics, earnouts, indemnities, and reps & warranties. This includes sensitivity modeling for collar ranges and cap thresholds.

We prepare standalone financials when entities or assets need to be carved out from a larger group. This includes allocations for shared services, unbundling management fees, and building LTM pro forma P&Ls with normalized EBITDA.

We calculate working capital pegs using 12-month trailing average methodology, adjusted for seasonality. Net debt reconciliations include lease liabilities, credit card settlements, related-party balances, and off-balance sheet exposures critical to purchase price adjustments.

We maintain live dashboards flagging tax exposures, expired licenses, undocumented loans, unregistered leases, or missing SOPs. This allows the seller to preemptively mitigate buyer concerns and retain pricing leverage.

We craft institutional-grade pitch decks tailored to buyer personas: strategic, PE, REIT. Messaging focuses on growth levers, operational resilience, and normalized metrics. Includes walkthroughs of key KPIs: GOPPAR, ticket size, RTO rate, and labor mix.

We enforce Virtual Data Room (VDR) protocols ensuring that document access logs, Q&A timestamps, and download histories are audit-traceable. This reduces legal exposure post-transaction and supports regulatory inquiries or disputes.

We prepare closing checklists, transitional services agreements (TSA), and Day 1 readiness plans. Includes SOP handover packs, vendor notifications, payroll calendar transitions, and accounting system cutover protocols.