TrueValue M&A Network

Commercial due diligence specialists

Commercial due diligence asks whether the business will keep doing what the forecast says it will: is the market growing, will the customers stay, how strong are the competitors, and what does the target’s position actually rest on.

Commercial due diligence specialists

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What commercial due diligence specialists do

A commercial due diligence provider interviews customers, former customers and competitors, sizes and models the market, tests the pricing and the pipeline, and reviews the assumptions behind the forecast. The output is a view on the revenue and margin the buyer can rely on, which feeds the valuation, the debt capacity and the integration plan.

Where financial diligence tests the past, commercial diligence tests the future — and the future is what a buyer is paying a multiple of.

When to engage them

In exclusivity, in parallel with financial due diligence, and earlier than most buyers think: the customer interviews need the seller’s consent and take time to arrange, and the findings should shape the price before the SPA is negotiated.

Usually active at

  • Evaluating a specific business
  • In due diligence

What they typically help with

  • Market sizing and growth assessment
  • Customer interviews and referencing
  • Competitive positioning and pricing power
  • Pipeline and forecast testing
  • Inputs to valuation, debt capacity and the integration plan

Questions to ask before you engage

  1. 1. What sector experience do you have, and can you show anonymised examples of your output?
  2. 2. How many customer interviews would you propose, and how will you arrange them without unsettling the customers?
  3. 3. What is in scope — market, customers, competitors, pricing — and what is not?
  4. 4. How will your findings feed the valuation and the lender’s case?
  5. 5. Is the fee fixed, and how long from access to report?

How commercial due diligence specialists are paid

Fixed fees for a defined scope are usual, scaled to the number of interviews, the depth of market analysis and the timetable. A lighter review of the commercial case can be scoped for smaller deals; a full report with primary research is more usual above a certain size or where a lender requires it.

How TrueValue fits alongside

TrueValue’s CIM analysis scores the commercial claims in a memorandum, the counterparty picture reads how the seller’s side is actually engaging, and the invalidation triggers let a buyer write down the commercial conditions that would make them walk — customer concentration above a threshold, a lost contract — and have the record say when one has been breached.

Frequently asked

Do I need both commercial and financial due diligence?

They answer different questions. Financial diligence tests what the business has earned; commercial diligence tests whether it will keep earning it. On a deal priced on growth, commercial diligence is where the risk is.

Will customer interviews damage the business?

Handled properly, no. Interviews are usually framed as a market study, run by the provider rather than the buyer, and cleared with the seller. A seller who refuses any customer contact is telling you something.

How is commercial due diligence different from a market report?

A market report describes the sector. Commercial due diligence tests one business’s position in it, with primary research, and gives a view a buyer can price on.

Listings in the TrueValue M&A Network are provided for information. A listing is not an endorsement or a recommendation, and TrueValue does not guarantee any professional’s performance. You must carry out your own due diligence before engaging anyone, verify regulated status independently with the relevant regulator, and seek qualified legal, financial and tax advice where appropriate.