M&A commercial due diligence, framed around the specific thesis on the IC paper, not a generic checklist.
The thesis is the brief
Most commercial due diligence engagements get briefed against a template. Market sizing. Customer mix. Competitive read. Growth drivers. Risks. The template is fine, but it isn't the brief, the brief is the specific thesis the acquirer is buying into and the specific assumptions on which the price is based.
Critical Deal starts there. The first deliverable is a thesis map: the IC's argument, broken down into the claims that need to hold. Every interview, every dataset, every triangulation point in the rest of the engagement is run against that map.
What we test
- The market thesis. Is the category growing the way the IC paper says? Sized bottom-up.
- The customer thesis. Are the target's customers the right ones, are they retained, are they likely to expand?
- The differentiation thesis. Is the target's edge real and durable in the eyes of the buyers, or is it a price story dressed up as a product one?
- The competitive thesis. Who's catching up, who's leapfrogging, who's about to enter, from the buyers and the operators.
- The execution thesis. Can the management team execute the plan after the deal closes?
What we deliver
- The thesis verdict: holds, partly holds, does not hold, with the assumptions ranked by exposure.
- The customer voice: anonymised primary interviews with the target's actual customers.
- The competitive read: what's actually happening in the comp set the IC is worried about.
- The market model: bottom-up TAM/SAM/SOM with sensitivity ranges.
- A red-flag log: anything we found that the IC should know before signing.