Bigger Picture Finance

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Bigger Picture Finance

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    • M&A Support
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M&A Support that protects value and accelerates outcomes

How a typical M&A process works

1) Strategy & Preparation

Every successful transaction starts with clarity on objectives: value, timing, deal structure, and post-deal strategy. 


This stage is built around aligning stakeholders, assessing readiness, and crafting the equity story - the strategic narrative that explains why the business is attractive and how future value will be realised. 


Bigger Picture Finance can support at this stage by working with you to fix the basics: clean historical financials, clear analysis on key drivers of the business over time, management packs reconciled to statutory accounts, identification of one-off items that could mislead an interested party and reliable KPIs that underpin the financial performance. 


Identification of potential red flags early and being able to address them at this stage helps to minimise potential issues later in the process.

2) Marketing the Opportunity & Buyer / Investor Engagement

With the equity story and data room in place, your corporate finance adviser runs an initial controlled process to engage qualified buyers or investors, supported by a Teaser and / or Information Memorandum (IM) depending on the process. 


In parallel, management presentations are honed and financial models are locked to a defensible baseline with clear sensitivities. During this period, consistency is key - every number in the teaser, IM, and financial model must reconcile and should be justifiable. 


Bigger Picture Finance can support your management team and Corporate Finance adviser in preparing or reviewing / diligencing the relevant financial information or models, to ensure that what you present stands up to scrutiny and that the subsequent due diligence and Q&A process is fast, accurate and well-governed. 

3) Due Diligence & Deal Structuring

Interested parties will make indicative "non binding" offers via your Corporate Finance adviser. Once assessed and discussed with the seller, the volume of interested parties is typically reduced to a few for the next stage. 


At this next stage, Buyers will conduct due diligence across a variety of business functions. Whilst the variety of due diligence can vary from deal to deal, almost all M&A processes will have some form of finance, tax and legal due diligence. Depending on the size and shape of your company, as well as the business sector you operate in, due diligence covering commercial, operational, technology, HR and ESG areas are all common, either through a Buyer's internal team or utilising independent 3rd parties.


This is the most intensive phase. Managing the flow of information, dealing with the volume of Q&A, at the same time as managing the day to day trading of the business can easily stretch the bandwidth of your management team and key individuals in your business supporting this process. 


At Bigger Picture Finance, our Fractional CFO and Finance Partnering services can provide you with an ad-hoc, short term solution for managing bandwidth concerns, allowing your core management team to either fully focus on the Transaction, or the day job, as required.

4) Signing, Completion & Day 1 Readiness

Once due diligence is completed, bidders submit binding offers, alongside their legal T&Cs in the Sale & Purchase Agreement.


Upon selection of the preferred bidder and as the legal documentation is negotiated and fine-tuned, attention quickly shifts to operational readiness and how your business will be integrated by the future buyer. 


If the deal involves a carve-out or integration, defining the Day 1 operating model and the first 100-day plan: who does what, on which systems, with what metrics can be critical to ensuring a smooth transition. 


The deal closing is not the finish line, it is just reaching the end of the current chapter of your business's story - a buyer will want to work swiftly to ensure value is realised post-deal through clean execution, synergy capture, and governance.

Bigger Picture Finance can help your business

Exit readiness & vendor assistance (Sell Side)


Set up your sale for success before buyers arrive. Vendor assistance goes beyond a tidy data room. It is a structured programme to identify, fix and narrate the key drivers of value ahead of a sale - so the process runs faster, fewer surprises arise, and price is protected.


What We Do:

  • Single version of the truth financials: Historical 3 pillar financial statements (P&L, Balance Sheet and Cash Flow) in a standardised, consistent format, as well as trend and driver analysis on key areas such as revenue and margin by service / customer / channels.
  • Reported vs Underlying financial performance: are your historical financials impacted by a number of one-off items, which distorts the bigger picture on how your business has evolved over time? We will work with your management team to understand the true performance trend of your business so it is comparable with future projections.
  • KPI Framework & Dashboards: Align KPIs to the investment thesis and ensure they tie back to underlying financials and historical reporting packs.
  • Working Capital & Net Debt: understand seasonality and set defensible normalised working capital to protect value at completion.
  • Data Room & Process Design: Build a structured data room library pack of information, with clear version control, and audit trails. Our experience means we can anticipate buyer requests to reduce turnaround time.
  • Equity Story & Management Coaching: Prepare compelling narratives with consistent numbers. Rehearse management Q&A to reduce risk in diligence sessions.
  • Issue Remediation: Offer guidance on where to address gaps (contracts, licences, tax exposures, system dependencies) before they become price chips.


Benefits of Vendor Assistance:

  • Higher Certainty of Close: Fewer findings and fewer renegotiations when the numbers are reconciled and the story is consistent.
  • Shorter Timelines: A well-prepared data room and tight Q&A cadence compress the diligence calendar and keep competitive tension.
  • Price Protection: Clear normalisations, defensible working capital targets, and transparent reconciliations reduce re-trades.
  • Management Bandwidth Preserved: We run the process mechanics so leadership can keep delivering results - protecting in-period trading and momentum.
  • Better Buyer Experience: Confidence and trust increase when information quality is high and responses are timely - this often reflects in better terms.


Financial Due Diligence (Sell-side)

Comprehensive Financial Due Diligence for Both Sides of the Table
At Bigger Picture Finance, we provide rigorous financial due diligence whether you’re selling your business or acquiring one. Our goal is simple: to give stakeholders confidence in the numbers, clarity on risks, and insight into value drivers - so decisions are informed and outcomes are protected.



Sell-side Due Diligence (Vendor Due Diligence)

When you’re preparing for an exit, vendor due diligence (VDD) is a proactive way to control the narrative and accelerate the process. Instead of waiting for buyers to uncover issues, we identify and address them upfront, producing a vendor report that demonstrates transparency and builds trust.


Benefits of Sell-Side Due Diligence:

  • Credibility: Buyers gain confidence when information is consistent and independently verified.
  • Fewer Surprises: Anticipate buyer questions and resolve issues before they become price chips.
  • Faster Timelines: A well-prepared vendor report reduces back-and-forth and keeps competitive tension alive.
  • Price Protection: Clear normalisations and reconciliations reduce the risk of re-trades.



Vendor Assistance vs. Vendor Due Diligence – What’s the Difference?


  • Vendor Assistance is a preparatory service. It focuses on getting your financials, KPIs, and data room in order before buyers arrive. The goal is to anticipate questions, fix gaps, and ensure consistency across all materials. Vendor assistance is collaborative and internal-facing - it helps you prepare for diligence but does not produce a formal report for buyers.


  • Vendor Due Diligence (VDD) is a formal, independent review conducted by a third party. It produces a comprehensive report that buyers can trust, covering quality of earnings, working capital, tax exposures, and other critical areas. VDD is external-facing and provides assurance to buyers that the information has been verified.


Financial Due Diligence (Buy-side)

Buy-side Due Diligence (Financial Due Diligence)

For acquirers and investors, our buy-side diligence provides a clear, decision-ready view of financial health, sustainability of earnings, and potential risks. We dig beneath the headline numbers to validate assumptions and uncover hidden exposures.


Benefits of Buy-Side Due Diligence:

  • Informed Valuation: Understand true earnings, cash flow, and working capital needs before committing.
  • Risk Mitigation: Identify red flags early such as achievability of near term projections, customer concentration and potential credit risks, off-balance-sheet liabilities, or aggressive revenue recognition.
  • Negotiation Leverage: Use findings to shape price, earn-outs, and SPA terms.
  • Integration Planning: Highlight systems, processes, and cost structures that impact Day 1 readiness.


Typical Analysis Includes:

  • Quality of earnings and normalisation adjustments
  • Revenue and margin trend analysis (by product, geography, channel)
  • Customer and supplier concentration risk
  • Working capital requirements and SPA target setting
  • Debt-like items and off-balance-sheet exposures
  • Cash flow analysis and liquidity stress tests
  • Assessment of future projections and how grounded they are vs current / historic trading
  • Post-deal integration considerations (e.g. systems, controls, reporting cadence)


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Chartered Accountants & Business Advisory Services


  

Bigger Picture Finance Ltd


Chartered Accountants and an ICAEW Member Firm

Limited company incorporated and registered in England & Wales, company number 12381431, 

with registered office location 71-75 Shelton Street, London, WC2H 9JQ, United Kingdom


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