LOI Due Care Services

Go Forward With Confidence. Be Informed, Stay Ready.

Are you considering going to market, or reviewing a letter of intent, term sheet, or sale & purchase agreement for a sale or capital raise?

Go forward with confidence – let our team of experts provide an independent review so you can make the best business decision possible. For a fixed fee, our experienced advisors offer analysis and insight into the terms, including how they compare to other transactions in the industry and/or transactions of a similar size and scope. We understand that every transaction is unique and our diverse experience ensures you are walking into each negotiation fully informed and able to act with confidence.

Let Our Team Offer Its Oversight Before You Make Pivotal Decisions

  • Valuation (cash flow, multiples, comparable transactions)
  • Structure
  • Contingent payments
  • Escrow
  • Representations & Warranties
  • Net Working Capital
  • Timing
  • Exclusivity
  • Financing Sources (including Seller financing terms)
  • Debt assumption & payoff for sales
  • Break-up fees and penalties
  • Legal & Accounting fee clauses
  • Interest rates on securities, cash interest, and PIK terms, issue fees/original issue discount
  • Equity dividends and liquidation preferences
  • Equity rollover

Our team of confidential professionals will first review the proposal, taking into account the above considerations, as well as any others that may apply to your unique situation. Our team can also offer guidance related to transaction mechanics, including legality, accounting, and tax. While we do not provide official legal, accounting, or tax review, we offer useful insights and comments on these areas that can further illuminate your business decisions.

Investment Banks

When utilizing an investment bank, we can provide guidance on fee arrangements, pricing, usual and customary fees, transaction boundaries, and transaction best practices/protocols. Our work ensures our clients engage investment banks on terms to their best possible advantage, enabling proper alignment and incentives. Our goal is to eliminate any information gaps that are preventing you from moving forward with assurance.

Information You Can Use

Have you been reluctant to get a second opinion on a potential transaction because of cost concerns?

  • We offer a fixed fee review, for an all-inclusive price.
  • Our team does not take an investment banking fee, a percentage, equity, retainer, or any deal participation.

Other Services

There are no obligations, and our fixed-fee review is comprehensive. If asked, we also offer the following services.

  • Assistance with review of strategic alternatives.
  • Introductions to private equity firms with industry experience.
  • Analysis and evaluation of various transaction scenarios.
  • Negotiation assistance, including the development of potential response paths for ongoing discussions.
  • Additional necessary transaction services.

No Obligation

Discover top-tier private equity and strategic buyers seeking acquisitions in your industry. Execute with confidence.
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Who We Are

With over 100 years of combined experience, our principals have guided over 200 businesses through crucial transactions.

We noticed a niche in the market: there was a vital need for transaction review from an investment banking perspective, by actual investment bankers, without having to engage in an expensive contract. Enter our LOI Due Care Services – offering critical insight that allows you to act swiftly and boldly.

Professional Service Firms

In addition to working directly with business owners and executives, we regularly partner with legal and accounting firms to offer our support, if requested. This wrap-around service ensures clients have conducted comprehensive due diligence before a transaction.

Our Commitment

We are client advocates, offering independent analyses. We can review banker work and troubleshoot possible issues to make sure our clients’ transaction goals are met.

We pride ourselves on being 100% client-focused. We value the relationships we build with our clients. We know that doing good work and being client-centric is in our best interest as much as yours. We know that Companies involved in a transaction process with an investment bank often face principal-agent issues. It’s no surprise that confidence is undermined by concerns that investment advice is impaired by the bank’s interest in large closing fees. At Werner Partners, our clients trust that their best interest is of uppermost importance, every time.

Our LOI Due Care Leadership

  • With 25 years of finance experience including investment banking, private equity, and family office experience, our LOI Due Care principal has executed numerous corporate transactions as both a principal and an agent, and he has assisted numerous companies with financial analysis and oversight.
  • He most recently led a team at a large global investment bank where he was directly responsible for guiding all business owner clients of Wealth Management in transactions under $500 million.
  • Today, he works directly for business owners and management teams, utilizing all of his previous experiences to provide integrated, completely independent advice to clients, on a fixed-fee basis.