The Value Bridge Read · Acquirer Edition

You are bidding on a reconstructed EBITDA. Whose reconstruction?

Someone decided which costs were exceptional and what the owner’s replacement salary should be. On most lower mid-market deals, that someone was the seller’s adviser.

For acquirers & searchers|Pre-LOI|Outside-in
5
Reasons tested
10–20
Working days
1
Side of the table
The problem

Accepting their number as your starting point

Reconstructing earnings favourably is the sell-side adviser’s job. It becomes your problem when you accept it as the starting point and then spend heavily on formal diligence confirming a number you never independently rebuilt.

Sometimes the Read finds earnings are better than presented. More often it finds the working-capital peg is set where the true-up will cost real money at completion.

1
Owner economics
Compensation above or below a replacement market rate, related-party terms, personal cost carried in the P&L, family employment an acquirer will not inherit.
2
Recurring versus one-off
Items misclassified in both directions — exceptional costs that quietly became permanent, and one-off gains presented as run-rate. Sometimes the honest answer is that earnings are lower than stated.
3
Price and mix leakage
Realised versus list pricing, discount authority, contract escalators never applied, and the unprofitable tail.
4
Working capital and cash conversion
The peg, true-up exposure, trapped cash, and where the collection cycle sits against the sector.
5
AI-addressable cost and capacity
Named processes where automation removes cost or releases capacity — sized with an implementation cost, an owner and a date, not as a theme.
Discipline

Every finding is labelled

Verified
Evidenced
Supported by a document or a source we can point you to.
Inferred
Reasoned
A defensible estimate from observable signals. Labelled as such, never presented as fact.
Could not determine
Your first-call agenda
Handed over as the diligence questions to ask. Owners find it disarming; acquirers find it useful.
Conflict

One side only

We run the Read for one side of a transaction, and we tell you which side we are on. We will not run both editions on the same asset.

Fixed fee, scoped on a short call. The fee is credited in full against our transaction fee if you appoint us within 12 months. One Read is credited per completed transaction.

Bidding on something soon?

Thirty minutes to scope a pre-LOI read before the formal diligence spend.

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Value Bridge Partners