Transaction Services (Buy Side)

Deal Advisory
Performance
Industry/ Transport

Background and objectives mission

A mid-cap fund wanted to acquire a fast-growing B2B services company (sales €60m, EBITDA €9m), but highly dependent on a few strategic customers. The management's business plan forecast +15% annual growth over five years. Before finalizing its offer, the investor wanted to secure the transaction by validating the quality of the results, the level of WCR and any off-balance sheet risks.

approach adopted

We reconstituted recurring EBITDA and analyzed performance by segment, then assessed WCR and its financing requirements. Net debt, free cash flow and off-balance sheet commitments were reviewed. The business plan was challenged through several scenarios, and our conclusions were set out in a clear report that served as a basis for negotiation.

Benefits obtained

  • Secure the transaction by providing a clear, factual view of the target's actual performance
  • Identify a level of structural WCR 3 M€ higher than the initial business plan, leading to an adjustment of the acquisition price
  • Highlight dependence on two customers accounting for 35% of sales, leading to contractual guarantees (earn-out conditional on customer retention).
  • Confirm that recurring EBITDA is €1.2M lower than the figure presented by management (adjustments related to underestimated non-recurring costs)
  • Enable the investment fund to finalize the acquisition under better conditions, while significantly reducing its operational and financial risk.