In this episode of Data Room, Corporate Partner Neil Millar is joined by Ed Meredith and David King from KPMG's Deal Advisory team to demystify the world of transaction services and their critical role in M&A. Together, they walk through the lifecycle of a typical deal, offering practical insights into financial due diligence, vendor preparation, and how to navigate the complexities of valuation, working capital, and deal execution.
[01:03] David explains transaction services and how they go far beyond financial due diligence, supporting clients through the execution stages of a deal and helping them achieve successful outcomes.
[01:46] David outlines how their team also supports negotiation of sale and purchase agreements beyond the numbers by using documentation and data. He explains how they leverage big data to uncover performance insights and value creation opportunities.
[02:52] Ed breaks down what a typical financial due diligence (DD) process looks like—from initial engagement to final reporting—and how it fits into the broader transaction timeline.
[04:10] Next they explore what really “moves the dial” in DD. David shares how their work focuses on the key drivers of value, such as EBITDA, and how even small adjustments can have a significant impact on valuation.
[06:34] Ed emphasises the importance of helping clients enter deals with their eyes open—aware of both risks and opportunities, across different work streams.
[07:10] The conversation shifts to vendor due diligence (VDD) approach, with David explaining how it can reduce execution risk, compress timelines, and maintain competitive tension in a sale process.
[09:09] The team discusses how a well-executed VDD can streamline buyer engagement and avoid costly renegotiations later in the process.
[10:12] Neil and Ed discuss the danger of “half-baked” diligence and agree that incomplete or superficial VDD can undermine its value, leading to duplicated effort and increased management burden.
[11:46] Ed offers practical advice for sellers, including how to organise data rooms, prepare forecasts, and manage internal resources during a transaction.
[13:30] The discussion turns to how EBITDA can be adjusted to reflect maintainable earnings, and why this matters when presenting a business for sale.
[15:00] Neil and David explore how working capital targets are often overlooked, and how early planning can help sellers avoid leaving money on the table.
[16:15] David discusses managing the dual demands of a sale and he advises sellers to plan for the strain of managing both day-to-day operations and the demands of a transaction process.
[17:00] The team then moves to discuss the structure of the deal, explaining how transaction services professionals help structure purchase price adjustments and ensure clarity in completion accounts.
[18:53] David highlights the growing role of data analytics in deal advisory, including the use of tools like Power BI to uncover insights that traditional spreadsheets can’t.
[20:08] Neil and David discuss the current state of the M&A market, including the rise of bilateral deals and the continued influence of private equity and aging founders.
[22:05] David shares what sets KPMG apart: trusted relationships, deep expertise, and a commitment to reducing stress for clients navigating complex deals.
Information in this episode is accurate as at the date of recording Wednesday, 11 June 2025
Please contact Neil Millar or our Corporate M&A team if you need legal advice and guidance on any of the topics discussed in the episode.
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