Commercial Due Diligence for Lower Mid-Market Transactions

• 01
  Buy-side thesis validation

  You have a target under LOI and a thesis about why it grows. We test whether the market, the customer base, and the competitive dynamics actually support it — before the money moves.

• 02
  Sell-side / vendor due diligence

  You're taking a business to market and want the commercial story evidenced before a buyer's advisors go looking for holes. Defensible sizing, retention evidence, and a growth narrative that survives scrutiny.

• 03
  Lender and investor confirmation

  A capital provider needs independent confirmation that the plan behind the model is credible. We produce the market and customer evidence base that supports it — or flag where it doesn't.

• 04
  Platform and add-on screening

  You're evaluating several targets and can't run a full process on each. A compressed market and competitive read tells you which ones deserve the full diligence spend.

• • Market size and growth durability. TAM/SAM/SOM built top-down and triangulated bottom-up, plus whether the growth rate is structural or a cycle.
• • Customer concentration and retention. Who actually pays, how concentrated the revenue is, and what the evidence says about whether they stay.
• • Competitive position and switching dynamics. Who the target really competes with, and how hard it is for a customer to leave.
• • Pricing power. Whether price has been taken, whether it can be, and what happens to volume when it is.
• • Channel and go-to-market reality. How revenue is actually won, and whether that motion scales at the rate the plan assumes.
• • Management's plan vs. what the market supports. The gap between the forecast and what the evidence will carry — stated plainly.

• 01
  Kickoff and question list

  We agree the small number of questions the deal actually turns on. Everything downstream serves those questions — diligence that tries to cover everything covers nothing decisively.

• 02
  Data room and secondary research

  Target-provided data, industry sources, and category dynamics, synthesized quickly with AI-enabled research so the human hours go into judgment rather than collection.

• 03
  Primary interviews

  Customers, former customers, channel partners, and category experts. This is where a commercial story either holds up or quietly comes apart.

• 04
  Synthesis and triangulation

  Findings reconciled against the model's assumptions, with the evidence behind each conclusion made explicit so you can weigh it yourself.

• 05
  Red / amber / green readout

  A working session on the findings while there's still time to act on them — renegotiate, structure around a risk, or walk.

• 06
  Final report

  The documented evidence base and recommendation, in a form an investment committee or a lender can use.

It's the same discipline we use outside a transaction — how we build a fact base — compressed onto the deal clock, and scoped the way we describe in how we keep research scope flexible.

• • Commercial due diligence findings report, written for a decision — not a data dump.
• • Market sizing (TAM/SAM/SOM) with the assumptions and sources exposed.
• • Customer and competitor evidence base, including interview synthesis.
• • Risk register, with each risk marked as deal-breaking, structurable, or manageable post-close.
• • An explicit go / go-with-conditions / no-go recommendation. We take a position.

If your diligence provider can't answer these by the end of the engagement, you didn't buy diligence — you bought a market report.

• • Is the addressable market as large as the model assumes, and is it still growing for structural reasons?
• • How concentrated is revenue, and what happens to the thesis if the top accounts leave?
• • What does churn look like once you separate genuine retention from contractual lock-in?
• • Why do customers choose this target over the alternatives — and would they choose it again today?
• • Is pricing defensible, or has the target been buying share?
• • Does the growth plan depend on a motion the business has already proven, or one it hasn't?
• • What would have to be true for the forecast to hold — and how likely is each of those things?
• • Which risks are deal-breaking, which are structurable, and which are simply post-close work?

Buy-side diligence is adversarial by design. The job is to find the thing that breaks the thesis, early enough that you can renegotiate, restructure, or walk. The audience is an investment committee or a lender, and the standard is whether the evidence would survive challenge.

Sell-side diligence is preparatory. The job is to build the commercial evidence base before a buyer's advisors build their own — so the market sizing, retention data, and growth narrative are already documented and defensible when scrutiny arrives. It also surfaces the weak points while you still have time to address them rather than discount for them.

The research discipline is the same in both directions. What changes is the audience and what you do with the answer.

Full commercial due diligence engagements typically run 4–6 weeks and often shorter, delivered at a fixed fee agreed before we start — no hourly meter running against a deal clock. For platform or add-on screening, we run a compressed market and competitive read designed to tell you which targets justify a full process.

Where diligence surfaces a decision that needs structuring rather than just flagging, engagements frequently extend into a Business Strategy Audit, and after close into post-close integration and program management.