Mergers and acquisitions due diligence, grounded in the data room
Normain reads every contract, report and CIM in the data room and returns structured findings, each one cited to the exact clause. Your team reviews and signs off before exclusivity expires.
From the data room to a red-flag memo
Find the change-of-control clauses, size what they put at risk from the revenue file, then write the memo. Each step builds on the one before, and every figure links back to its clause or cell.
Click any step to open it, or any citation to jump to the source it came from. Press Run to watch the steps feed each other.
Instruction
Write a red-flag memo in Word from 01Find the change-of-control clauses and 02Size the exposure, using 01. Lead with the largest exposure and say what to ask the seller for.
Result
Wrote Red-flag memo.docx (2 pages). It leads with Halden Retail at £4.2m, then Corvid Health, and notes Ostrava Freight as lower risk.
Red-flag memo: Brightwell Software customer contracts
Red flags
Halden Retail (£4.2m, 16% of revenue) can terminate on 30 days' notice after completion.
Corvid Health (£1.9m, 7%) must consent to the change of control.
Together that is £6.1m, or 23% of FY2026 revenue.
Ask the seller for
Any waiver or consent already given by either customer, and Corvid Health's written consent as a condition of signing.
Lower risk
Ostrava Freight has no change-of-control clause but can terminate for convenience on 90 days' notice.
Recognize the work you do every day
These are the reviews M&A teams run by hand today: the same data rooms, the same clauses, the same trackers. Normain does the reading and gives you structured, cited findings to test and sign off — before the exclusivity clock runs out.
Change-of-control and contract review across the data room
Run the same clause checklist over every contract in the room. Hundreds of near-identical agreements become one risk-ranked row each, with a consent tracker out the other end and every finding linked to the exact clause.
- Does this contract contain a change-of-control provision, and does the transaction trigger it?
- Is assignment permitted, or is counterparty consent required to assign this agreement?
- Does the counterparty have a right to terminate on a change of control, and on what notice period?
- What is the contract term, renewal / auto-renewal, and governing law?
Quality of Earnings and EBITDA add-back validation
Test each normalization and add-back in the seller's EBITDA bridge against the underlying financials, line by line, and record whether it holds — the verdict-plus-evidence matrix your QoE report is built on.
- Is this add-back genuinely non-recurring, and what in the source data supports it?
- Are there owner or related-party expenses that should be normalized, and by how much?
- Does revenue recognition match delivery, or is revenue pulled forward across period ends?
- What is the normalized net working capital level, and how does it compare to the proposed peg?
Customer concentration and revenue quality
Ask the pointed commercial questions that decide a deal — concentration, churn, terminable contracts — across the full financial and commercial set at once, and get one synthesized, cited answer.
- What share of revenue comes from the top 5 and top 10 customers over the last three years?
- Are any concentrated customers on short-term or terminable-for-convenience contracts?
- Has the largest customer's revenue grown or declined over the review period, and is there churn risk?
- What is the net revenue retention across the customer base?
Testimonials
Trusted by M&A teams
When the question is the same across hundreds of files
Some diligence is one structured question asked at scale. Analysis types answer it across the whole data room, once per contract, or across a grid of every contract and clause, with a citation behind every answer.
See it on your own data room
Bring your contracts and a checklist. In minutes, watch Normain work through them with the reasoning and citations in view, all the way to cited findings you can sign off on.