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
Four reports. Four clear decisions.
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.
Confidential Information 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.
Readiness establishes whether the proposed transaction makes sense and what must happen before it can proceed. We examine the business, identify unresolved issues and agree who will address them. The checklist records that work and the decisions required along the way.
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.
Confidential Information 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.
- Recurring revenue and a diversified customer base
- 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 a non-disclosure agreement (NDA) where appropriate. The Independent Review proceeds under written authorization.
What information should I send?
Use the website inquiry form for a high-level objective, transaction path 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.
Is the Confidential Information Memorandum a securities prospectus?
No. It is a transaction decision and positioning deliverable, not a prospectus or offering document. It does not replace documents or professional advice required for regulated securities activity.
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