Method
The process is written down.
Revised July 2026
Two frameworks govern how a mandate runs: the nine phases a live engagement passes through, and the ten workstreams diligence is scored against. Both are versioned and dated, applied the same way on every engagement, and revised as market practice moves. The structure is public. The negotiating judgment that sits inside it stays with the deal team.
We don’t call bottoms. Anyone who tells you where the market turns next is guessing with conviction. These frameworks exist so a business is ready when its owner decides, rather than when a forecast says so.
The nine phases
Mandate lifecycle · revised July 2026
The arc a live mandate runs, from the letter that appoints us to the obligations that outlast the wire. The same nine phases apply to a sale, a raise, and a refinancing, whether the client is a founder selling once or a sponsor selling on a schedule. What changes between them is the counterparty and the evidence, not the sequence.
The engagement letter fixes what we are retained to do, how we are paid, how long the appointment runs, and what happens if either side ends it. We ask clients to read a fee structure as an incentive rather than a price, because a structure that rewards any close is not the same as one that rewards the best available outcome. Where management intends to participate in the transaction, the conflict is declared at this point and control of the process is separated accordingly.
The first two weeks produce the working group list naming every advisor on both sides with role and contact, and a single point of coordination per side so that questions do not travel by side channel. The same weeks produce the counterparty tier list, the document request list, and the build plan for the data room. Sequencing those together is what lets preparation start rather than wait on a decision nobody has been asked to make.
Earnings are normalized into a documented bridge and a vendor quality-of-earnings review is commissioned. The materials are written: a blind one-page teaser, a confidential memorandum released under non-disclosure agreement, a management presentation, and a driver-based model. The data room is built in the structure a counterparty checklist will arrive in, so nothing is missing when it does. This is the highest return work on a mandate, because a risk the client surfaces and evidences is a discount avoided, while the same risk found later is a renegotiation.
Whether a mandate runs broadly or as a targeted approach to a smaller group is a decision about the asset and the client's tolerance for disclosure, not a house default. The cadence runs teaser, non-disclosure agreement, memorandum, then indications of interest, with a first round that typically occupies four to six weeks. The discipline throughout is to keep more than one credible party live, because the second party is what sets the price.
Management presentations and deeper data room access go to finalists, with commercially sensitive material staged behind protections where competitors sit among the bidders. A bid procedures letter states what a further proposal must contain: an indicative range, the source of funds, the diligence still outstanding, and the conditions attached to it. The round exists to separate parties who will sign from parties still deciding whether to.
Final bids are asked for an exact price, a marked-up draft of the definitive agreement, and evidence that financing is committed rather than intended. A higher headline attached to weaker conditionality can be worth less than a firmer lower one, and we advise on the pair rather than the number. Because leverage is at its maximum before exclusivity is granted, the working-capital mechanism, the net-debt bridge, escrow, and any earnout are settled in the letter of intent rather than argued afterward.
Sixty to a hundred and twenty days from signed letter of intent to closing is a realistic expectation, and the counterparty's advisors work the ten diligence workstreams in parallel while counsel negotiates the definitive agreement. Two sections decide the outcome: the conditions to closing, which say who is permitted to walk away and on what, and the indemnity, meaning the basket, the cap, the survival period, and how much sits in escrow. Representation and warranty insurance is ordinary practice on middle-market transactions and materially reduces that escrow. The standard we work to is that confirmatory diligence turns up nothing we have not already found, evidenced, and priced.
Between signature and completion sit the conditions the parties agreed to satisfy. Antitrust filings carry statutory waiting periods, and a review that draws questions runs considerably longer than the minimum. Financing commitments have to convert into funded facilities, which is the point at which a lender that was never fully persuaded declines to fund. The closing itself runs to a document schedule: board resolutions, bring-down certificates, escrow and earnout agreements, and the flow of funds.
The working-capital true-up is settled after closing on a defined timetable, with a short window to object and an independent accountant to resolve what is not agreed. Escrow releases on schedule, net of claims. Where an earnout forms part of the consideration it is administered against its measurement terms, which is the reason we press to make those terms mechanical at the letter of intent rather than aspirational. A mandate does not end at the wire and we do not staff it as though it does.
The ten workstreams
Diligence diagnostic · revised July 2026
The coverage checklist diligence runs against, in either direction. On a sale or a raise it is scored for readiness before the room opens. On an acquisition it is worked line by line, with a named owner for each. A checklist is a guideline and not a crutch: every business has its own issue, and finding it is the job.
Historical financials, a quality-of-earnings review, revenue recognition, the add-back bridge behind normalized earnings, the working-capital profile that sets the peg, and debt including obligations that do not appear on the balance sheet. Audited statements are not a substitute for financial diligence. This workstream underpins the value, the peg, and the terms a lender will offer, which is why it is commissioned first and closed last.
Constitutional documents and cap table, the material contract inventory read for change of control, assignment, exclusivity and most-favoured-nation terms, live and threatened litigation, intellectual property ownership and encumbrance, licences, and real estate. The contract inventory is the workstream that most often sets the critical path, because third-party consents take longer to obtain than to identify.
Filing history and open audits, loss and credit attributes and whether they survive, transfer pricing where operations cross borders, indirect and payroll taxes, and state or provincial nexus. Findings here feed the structuring question directly, since the choice of form changes who bears a historical exposure and what the after-tax proceeds actually are.
Where the business sits in its market, who the customers are and how concentrated they are, retention and churn behaviour, pricing power, the competitive set, and whether the growth in the model is explained by drivers a counterparty can verify. Customer concentration is diagnosed and answered in preparation rather than defended in diligence.
Supply chain and supplier concentration, capacity and utilization, standard operating procedures, maintenance and capital-expenditure requirements, and vendor dependencies. The recurring finding is a dependency that functions on relationship rather than contract, which is durable under current ownership and fragile the moment ownership changes.
Application and infrastructure architecture, licensing and its transferability, how data is held and whether it can be extracted, disaster recovery and business continuity, and technology spend split between maintaining what exists and building what does not. Where a business is being separated from a parent, this workstream also scopes what has to be stood up independently and how long that takes.
Security posture against a recognized framework, incident and breach history including events that were contained and never disclosed, privacy compliance where personal data is processed, and identity and access management. This is a rising cause of failed transactions rather than a formality, and insurance markets increasingly carve out cyber exposure, which pushes the finding back into price and indemnity.
Organizational structure and the depth beneath each leader, key-person concentration and what retains those people through a change of control, employment and contractor arrangements, benefit and pension obligations, and live disputes. Key-person risk and customer concentration are usually the same finding described twice, and both are answered by evidence that the business is institutionalized rather than by assurance.
Environmental liabilities attaching to sites or historical operations, permits and their conditions, health and safety record, and site assessment where real property or manufacturing is involved. On asset-heavy mandates this workstream can carry the largest single unquantified exposure, and it is scoped early because the specialist survey it requires has its own lead time.
Sector-specific licensing and supervision, antitrust or competition clearance and the filing it requires, sanctions and export-control exposure, and anti-corruption compliance where the business operates in higher-risk jurisdictions. Clearance sits on the critical path between signing and closing, so the filing analysis is done during preparation rather than discovered when the parties are ready to sign.
Transaction credentials available upon request.