Financial materials
Audited annual reports for the three most recent years, quarterly reports for the current year, a rolling 12–24-month forecast with sensitivity analysis, a cash-flow model and an EBITDA-to-cash-flow bridge. Historical EBITDA add-backs must be justified and documented.
Legal and structural
Current shareholder register, articles of association, material contracts, existing credit agreements and security documents, together with an overview of any disputes or regulatory matters. Change-of-control clauses in customer contracts should be identified in particular.
Operations and market
A description of the business model, customer concentration, supplier dependencies, market position and competitive landscape. Key-person dependencies and succession planning are also standard questions.
- Start 90 days before the desired closing.
- EBITDA add-backs must be justified and documented.
- Identify change-of-control clauses early.
- A complete data room saves weeks in the process.
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