Independent Review
Is there a credible transaction pathway?
Defines the situation, objectives, principal readiness gaps, conflicts, dependencies and recommended next-stage work.
Transaction Readiness
Prepare the transaction before the market prices the risk.
Determine whether an acquisition, divestiture or financing is credible, financeable and ready to execute—before outreach, negotiation or diligence exposes preventable weaknesses.
Four decision documents
A different question at every stage.
Together, the reports connect strategic, financial and operating evidence to a defined transaction decision.
Financial Analysis
Are earnings, value and the proposed capital structure supportable?
Examines normalized earnings, working capital, cash conversion, debt capacity, covenant sensitivity, sources and uses, and transaction-return scenarios.
Operational Assessment
Can the operating platform support the transaction thesis?
Assesses capacity, throughput, labour, quality systems, food safety, customer and supplier concentration, capital expenditure, management depth and integration risk.
Prospectus Memorandum
Can the opportunity be presented credibly to a buyer, lender or investor?
Integrates the company, transaction rationale, operating evidence, financial analysis, risks, capital structure and proposed transaction pathway.
Transaction Readiness pathway
Readiness is broader than a checklist.
The checklist is an internal control mechanism. The advisory work establishes the transaction thesis, evaluates the evidence, identifies gaps and defines responsibilities, dependencies and decision gates.
The Independent Review is a paid advisory engagement. Subsequent work is scoped and authorized in writing. Preparation-fee credits against closing compensation apply only where stated in the engagement.
Independent Review
Mandate fit, readiness and priority issues.
Financial Analysis
Earnings quality, value, debt capacity and scenarios.
Operational Assessment
Capacity, systems, scalability and operating risk.
Prospectus Memorandum
Integrated decision and positioning report.
Transaction Structure
Prepare the financing and diligence plan, coordinate selected buyer or lender discussions, and negotiate the transaction terms.
Closing Checklist
Confirm closing conditions, required documents, funds flow and adviser responsibilities.
Readiness & transaction value
Strengthen confidence before exposure.
Value drivers
Evidence that builds confidence.
- Repeat revenue and customer diversification
- Clean reporting and credible normalized earnings
- Management depth beyond the owner
- Production capacity and distribution reach
- Demonstrable growth opportunities
Value killers
Gaps that weaken a transaction.
- Incomplete records and unsupported add-backs
- Owner dependency and customer concentration
- Uncertain working-capital requirements
- Weak operating documentation
- Premature outreach and unresolved diligence issues
Preparation strengthens the value drivers and addresses avoidable weaknesses. It does not guarantee a price, financing approval or completed transaction.
Common questions
Before we begin.
Where does an engagement start?
An engagement begins with a preliminary fit and conflict review, followed by a confidential discussion and an NDA where appropriate. The Independent Review proceeds under written authorization.
What information should I send?
Use the public form for a high-level objective, company location and indicative range. Confidential financial records and transaction documents are requested through an agreed channel after the initial discussion.
How long does an Independent Review take?
Timing is agreed in the written scope and depends on the information available, transaction complexity and the work required. Subsequent stages have their own decision gates.
Do I still need my lawyer and accountant?
Yes. Legal, tax, accounting, regulatory and securities matters remain the responsibility of appropriately qualified professionals. MerchantBanker.ca coordinates its authorized advisory scope with them.
Does the Prospectus Memorandum replace a legal prospectus?
No. It is a transaction decision and positioning deliverable. It does not replace documents or professional advice required for regulated securities activity.
The next step