What buy-side diligence actually reads before it says yes

What was broken

RemoAsset faced a cross-border investment involving an overseas investor and a locally incorporated entity — a structure demanding careful diligence and governance.

What we did

CapEasy managed the diligence, valuation, and Term Sheet / SPA for the transaction, and set up milestone-based governance and post-closing reporting so the deal stayed audit-ready throughout.

Where it landed

The transaction closed, with diligence rated audit-ready and governance run on a milestone basis.

What the finance side of a US acquisition actually reads

Before a Term Sheet turns into a signed SPA, the acquirer’s finance team and its accountants open a specific, unglamorous set of documents: financial statements prepared on a GAAP basis, a working-capital schedule that ties the target’s balance sheet to the deal’s closing mechanics, and — on anything beyond the smallest deal — a quality-of-earnings report that re-derives revenue and margin from the underlying ledger rather than trusting the management deck. None of this is legal work. It is bookkeeping work, done to a standard that survives someone else’s scrutiny.

The acquisition itself is accounted for under US GAAP’s business combinations guidance — the acquirer identifies what it bought, measures it at fair value, and allocates the purchase price across assets, liabilities, and goodwill. Target-side finance does not run that allocation, but it owns the inputs: a clean asset register, contracts that match what is on the books, and a set of statements that will not need a restatement the week after closing.

The working-capital schedule is where deals get re-priced

Most SPAs price the deal on an assumed level of net working capital and true it up against the actual figure at closing — a mismatch adjusts the purchase price, dollar for dollar. That makes the working-capital schedule one of the highest-leverage documents in the data room: it has to define what counts (receivables, payables, accrued liabilities, deferred revenue) in the same terms the SPA uses, and it has to tie cleanly to the general ledger. A schedule built the week of signing invites a dispute. One maintained through the deal, reconciled against the books each period, does not.

RemoAsset’s engagement crossed a border on top of that: an Australian investor acquiring into a US entity means the numbers have to make sense to counsel and accountants on both sides, on a timeline both sides are reading against. Milestone-based governance — checkpoints and reporting obligations built into the deal itself, not left to a handshake — is what keeps a cross-border structure legible to both boards after signing, not just readable at close.

A data room the finance side can defend, not just fill

The instinct under deal pressure is to fill the data room — export everything, upload it, move on. Diligence that holds up does the opposite: every document in the room is one the finance side can explain, on the spot, when a question comes back from the buyer’s accountants. That means the ledger, the contracts, and the schedules agree with each other before anyone outside the company opens them, and any known gap is flagged with its own explanation rather than left for diligence to discover.

That is the discipline CapEasy runs on cross-border engagements: the diligence pack, the valuation support, and the working papers behind the Term Sheet and SPA, built to the standard an acquirer’s finance team expects. Post-closing reporting against the deal’s milestones is prepared to the same standard, so the governance the SPA promises stays a running fact rather than a one-time exhibit. The instruments themselves — the SPA, the Term Sheet, and anything filed with a US or Australian regulator — run through your counsel and the partner CPA firms we work with across 15 US states.