Confirmatory diligence
Independent diligence, delivered while terms can still change.
FirstSounding reads the full data room, checks it against itself and against the public record, and delivers a reviewed red-flag report within three business days of access. Every finding is cited to the document and page and carries an estimate of its impact on value.
Finding 01 of 14
Severity: highChannel inventory supporting reported growth
- Issue
- Shipments to the two largest retailers grew 34%. Sell-through grew 9%.
- Evidence
- Mgmt accounts, tab "Revenue by account"Folder 4.2, retailer POS report, p. 3
- Reviewer's note
- Confirmed against shipment detail.
- Estimated impact
- $0.8M to $1.4Mrun-rate EBITDA$8M to $14Menterprise value
Reviewed and approved before delivery
01
First report in three business days
From data room access, with updates until closing.
02
Every finding cited
To the source document and page, or to the public record.
03
Every finding reviewed
Approved by a practitioner with transaction-services experience before delivery.
04
Fixed fee
Per deal, agreed in the engagement letter before work begins.
The problem
Exclusivity periods are short relative to the volume of a data room.
Once the LOI is signed, the deal team has a few weeks to confirm the thesis, and accounting, legal, and commercial advisors typically report toward the end of that window. A data room can hold thousands of documents, so review is generally sample-based, and inconsistencies between documents can go undetected.
The issues that move price rarely sit inside a single document. The CIM, the management model, the ledger, the bank statements, and the customer contracts can each appear reasonable on their own and still fail to reconcile with each other. Issues that do surface often reach the negotiation as observations rather than quantified exposures.
FirstSounding report
Business day 3
LOI signedDay 15Day 30Day 45Day 60
Signing
What you get
Four deliverables, updated until closing.
01
A ranked red-flag report
Every material finding, ordered by estimated dollar impact, with the source cited and a reviewer's sign-off. By day three, the deal team knows where to focus the remainder of exclusivity.
02
Price-impact ranges
Each finding translated into an EBITDA adjustment range and a valuation range, mapped to the remedies on the table: price, escrow, specific indemnity, closing condition. Findings arrive in the language of the negotiation.
03
A ranked follow-up list
Missing documents and questions for the seller and for management, ranked by the dollar impact of the finding behind them. Management meetings focus on the items that affect value.
04
An LOI assumption table
Each assumption the LOI rests on, marked confirmed, weakened, or broken, with the finding behind it. All four deliverables are updated as the seller adds documents, until closing.
How we look at a deal
The data room checked against itself, and against everything outside it.
Cross-source reconciliation
We tie the CIM, the model, the audited financials, tax returns, bank statements, and contract-level revenue to each other, and flag every place they disagree.
Forensic review
Altered documents, ledger anomalies, related-party flows, period-end revenue spikes, and collateral pledged more than once: patterns that standard reviews often miss.
Outside-in verification
Litigation, liens, regulatory actions, headcount trends, customer reviews, and web traffic, compared with what the data room claims.
QoE pre-read
Revenue, cohorts, concentration, and margins rebuilt from invoices, ledgers, and bank data rather than the seller's summary tabs. The QoE provider begins with the accounts that require attention.
Human review
Technology-assisted review. Practitioner-approved findings.
Software reads every page, which is what makes a three-day turnaround possible. Nothing reaches your team until a reviewer with transaction-services experience has checked it, tied it out, and approved it. Specialists in forensic accounting, regulation, or contracts are engaged when a finding requires them.
The result combines complete coverage with professional judgment. No unverified AI output reaches an investment committee memo.
How human review worksWhere it fits
Alongside your QoE provider and counsel, not instead of them.
FirstSounding is an independent pre-read. It lands before the QoE report and before counsel's final review, so both start from a map of the problems instead of a blank data room. Lenders will still require a signed QoE, and that QoE will start from a stronger base.
Working with your advisorsWho it is for
Built for buyers in confirmatory diligence.
Private equity firms, private credit funds and direct lenders, growth equity investors, family offices, and independent sponsors. Core checks run on every deal. Sector modules add industry-specific tests, from sell-through data for consumer brands to billing patterns in healthcare to recurring revenue in software.
Confidentiality
Deal data remains confidential and isolated.
We work from our own named seat in the data room, never shared credentials. Each deal runs in an isolated workspace that is deleted when the engagement ends. Client and target data are never used to train models and never shared across clients.
Security and confidentiality
Discuss a transaction under LOI.
Share the sector, the deal size, and the end of exclusivity. We respond within one business day with an assessment of fit and the proposed scope of the report.