Findings in the language of the negotiation.
A red flag described as "revenue recognition concerns" rarely changes a negotiation. A red flag stating "$1.1M to $1.6M of run-rate EBITDA depends on period-end shipments that reversed in the following quarter" opens a price discussion. FirstSounding provides that quantification.
Each finding arrives as a dollar range, tied to the remedy it supports.
What we size
For every material finding:
- EBITDA adjustment range: the low and high case for how the finding changes normalized earnings
- Valuation range: the adjustment applied to the multiple implied in your LOI
- Candidate remedies: price reduction, escrow or holdback, specific indemnity, R&W insurance exclusion, closing condition, or a structural change such as an earnout
Why ranges, not a single number
Most findings carry real uncertainty until the seller answers. A range shows your team how much is at stake and what the answer would need to be to close the gap. The follow-up question attached to each finding is the one that narrows it.
Limits
Price-impact figures are illustrative ranges prepared for discussion with your deal team, counsel, and QoE provider. They are not a valuation, or a fairness opinion, and the decision remains with the client.
What it gives your team
01
Defensible leverage
A cited, quantified finding is more difficult for a seller to dismiss than a qualitative concern.
02
A faster internal decision
The deal partner sees the total at stake across all findings and can decide quickly whether to renegotiate, restructure, or withdraw.
03
Clearer instructions for counsel
Specific indemnities and escrows start from a sized exposure rather than a generic list.
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.