Notes from the deal table.
Our partners and managers write about what they see in data rooms: earnings, net debt, working capital, SPA mechanics and the market for small and mid-cap deals.
Buying from a sponsor: what the third VDD on the same asset won't tell you
When an asset reaches its third financial owner, adjustments from earlier vendor reports pile up. How to re-read add-on EBITDA, recurring one-offs and W&I exclusions before you sign.
Read →IFRS 18 and your EBITDA: why 2026 is the year to restate
IFRS 18 applies from 1 January 2027, with 2026 restated as the comparative. Operating profit moves, adjusted EBITDA becomes an audited note, and covenant definitions written today decide who carries the difference.
Read →Carve-outs: building standalone financials a buyer can underwrite
Non-core disposals lead the 2026 sell-side pipeline. In carve-outs, value is lost in the gap between allocated and standalone costs, in TSA pricing and in a working capital nobody has measured on its own.
Read →Rates up again: re-reading leverage, interest cover and headroom
The ECB's June increase ends the easing cycle. For lender-facing reports, we re-read three things: covenant EBITDA against DD EBITDA, interest cover at +100 bps after hedging, and cash conversion.
Read →Earn-outs are back: write the accounting definitions before the dispute
Earn-outs are bridging this year's valuation gaps again. In our experience the dispute is rarely about performance. It is about an EBITDA definition the SPA left open.
Read →AI in a four-week FDD: what it changes and what it doesn't
AI now does the data-room triage, the GL testing and the first draft. It does not decide what EBITDA is worth. A note on how we use it, how we control it, and how we diligence 'AI ARR'.
Read →Energy shock in industrials: which margin adjustments buyers will accept
On a €60m industrial deal, the seller removed the March energy hit from EBITDA. We accepted a third of the adjustments. What held: signed contracts and automatic indexation. What did not: 2025 unit costs and mark-to-market gains.
Read →2026 Finance Act: what changes in the equity bridge and cash-out model
The 2026 Finance Act rewrote the management package regime back to 15 February 2025, and the flat tax is now 31.4%. What this changes in entry valuations, rollovers and the cash-out model.
Read →Continuation funds: due diligence when the GP sits on both sides
Continuation vehicles are now a routine exit route. When the seller also manages the buyer, independent financial due diligence has to test the GP's own numbers, not just the price.
Read →2026 sell-side: why vendor due diligence is now the price of getting an asset sold
Exits are backed up and mid-market multiples are soft, so buyers can choose. A VDD with a credible current-trading section, a reconciled data book and the known weaknesses already dealt with is what keeps a mid-cap in the process.
Read →Debt-like items: the 12 lines that move your equity price
In small-cap deals, the gap between headline EV and the equity cheque is settled on debt-like items more than on EBITDA. The twelve lines we contest most often, and how to treat them.
Read →ESG due diligence after the Omnibus: what still matters at mid-cap
The CSRD delay and the Omnibus proposals take most mid-caps out of sustainability reporting. Buyers and LPs still ask the questions. This checklist keeps the ESG items that move value.
Read →Locked box or completion accounts when rates are falling
With the ECB deposit rate at 2%, a ticker set as interest on the equity price now pays the seller less than the cash the business produces. How to set the ticker, where the leakage schedule causes friction, and when completion accounts still make sense.
Read →Tariffs and current trading: stress-testing run-rate EBITDA in distribution
After April's US tariff announcements, a run-rate EBITDA built on FY24 no longer holds for distributors exposed to US trade. How we re-underwrite current trading between LOI and signing.
Read →Management packages after the 2025 Finance Act: what the numbers must show
Article 163 bis H CGI caps capital-gain treatment of manager gains at three times the company's performance. That cap is built from entry and exit values, which makes the equity bridge a tax document.
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