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M&A Due Diligence

The Due Diligence That Saved a Buyer $1.5M on an Acquisition

🏒 SaaS / E-Commerce Acquisitionβœ“ Real client engagement
$1.5M
Saved on Purchase Price

The Challenge

A SaaS founder was preparing to acquire an e-commerce brand. The seller demanded a 3.5M purchase price, citing a standard 4x multiple on a reported trailing-twelve-month EBITDA of 900k. The buyer needed rigorous financial due diligence before signing.

What We Did

We stress-tested the seller's financials and uncovered a critical hidden formula error: the seller had calculated their highest-cost recent months using expense data from the prior year. We rebuilt the financial model with correct logic β€” exposing the true EBITDA as 450k, exactly half of what was claimed.

The Result

  • Revealed the target's true valuation was 50% lower than the asking price.
  • Gave the buyer hard, defensible leverage in negotiations.
  • Saved the buyer roughly 1.5M on the final purchase price.
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Why a Few Hours of Due Diligence Can Be Worth Millions

Acquisition prices are almost always a multiple of earnings, so every dollar of overstated EBITDA can inflate the purchase price by several. Seller-prepared models routinely contain optimistic assumptions, mis-referenced formulas, or add-backs that aren't truly one-time β€” and because the multiple amplifies them, a single error can move the fair price by seven figures. A proper quality-of-earnings review is how a buyer avoids paying for profit that isn't really there.

Signs this may be happening in your business:

  • The valuation rests on the seller's own spreadsheet, unverified
  • EBITDA depends on a handful of large or unusual adjustments
  • Formulas that pull from the wrong period or the wrong line
  • β€œOne-time” add-backs that actually recur year after year

We rebuild the target's model from source data, normalize earnings, and stress-test every assumption β€” then hand you a defensible number to negotiate from. Diligence isn't a formality; it's leverage, and it routinely pays for itself many times over.