Target financial review
What the target's numbers really show.
- Normalized earnings
- Working capital and seasonality
- Debt and debt-like items
Finder.Corporate Finance
Financial analysis and modeling for M&A transactions.
Finder supports buyers, sellers and shareholders on the financial side of transactions: target financial review, transaction modeling, valuation and negotiation ranges, payment and financing structure, and decision support.
The work is done alongside the client's lawyers and auditors. Finder does not provide legal advice or audit services.
When it makes sense
When a transaction is on the table.
- Acquiring a company or stake
How much to pay, how to pay and how to finance the acquisition.
- Buying out a partner
Fair value, payment terms and the effect on the company's cash.
- Selling part of the business
A defensible value range and a structure that protects the seller.
- Strategic investor entry
Value, dilution and terms of the investment.
- Combining businesses
Exchange ratio between the parties and the combined business.
- Shareholder or family reorganization
A technical basis for decisions involving family and ownership.
What you receive
The financial side of the deal, from value to closing.
Valuation and ranges
The value and the room for negotiation.
- DCF and multiples
- Price range by scenario
- What explains the gap between the parties
Transaction modeling
The effect of the deal for the buyer and the seller.
- Price and payment structure
- Deferred payments and earn-outs
- Returns and cash impact
Financing structure
How the acquisition can be paid for.
- Equity and acquisition debt
- Vendor financing
- Buyer's debt service capacity
Negotiation support
Preparation and analysis of each round.
- Review of offers and counteroffers
- Price adjustment mechanisms
- Financial points to defend
Financial review of drafts
Contract numbers checked against what was negotiated.
- Price and adjustment clauses
- Earn-out and deferred payments
- Together with the client's lawyer
Finder does not provide legal advice, audit or formal accounting, tax or legal due diligence. When a transaction requires them, Finder works alongside the professionals appointed by the client.
Point of view
Price is only one of the variables.
Two offers at the same price can be worth very different amounts.
It depends on how and when the price is paid, who takes on the debt, how working capital is adjusted at closing and which protections each side gets.
- Price: what the business is worth.
- Form: cash, deferred or earn-out.
- Adjustments: net debt and working capital.
- Protections: what secures each side.
How we work
From deal thesis to closing.
- Deal thesis
What the client wants from the transaction and where the limits are.
- Target review
Results, working capital, debt and financial risks.
- Valuation and modeling
Value range, payment structure and cash impact.
- Negotiation
Preparing each round and analyzing offers.
- Closing
Price adjustments and financial review of the drafts.
Frequently asked questions
What clients usually ask.
How is M&A financial support different from full M&A advisory?
Full advisory usually runs the whole process, including finding counterparties. Financial support focuses on analysis, modeling, valuation and negotiating the financial terms. Each engagement's scope defines Finder's role.
What is an earn-out?
Part of the price that depends on the business's future results, such as revenue or EBITDA, paid after closing if targets are met. It helps bridge disagreements about the future but needs clear measurement rules.
What are net debt and working capital adjustments?
Mechanisms that adjust the final price according to the company's net debt and working capital at closing, compared with agreed reference levels. They prevent either side from gaining or losing from cash movements between signing and closing.
Does Finder carry out due diligence?
Finder carries out the financial review of the target that supports valuation and negotiation. Formal accounting, tax and legal due diligence is done by auditors and lawyers, with whom Finder works when the transaction requires it.
Related pages
Finder.ValuationDCF and multiples, with explicit assumptions and a value range.Explore valuationFinder.Financial ModelingIntegrated three-statement models with scenarios, debt capacity and returns.Explore financial modelingFinder.Capital RaisingDebt structuring, investor materials and development finance in Brazil.Explore capital raising
Contact
Discuss your transaction.
Tell us the type of transaction, the stage of the negotiation and what needs to be decided. Everything is treated in confidence.
The first conversation is free of charge.