Function: Deal Team
Buy-Side Commercial Due Diligence: What is it?
Commercial due diligence is a make or break process in mergers and acquisitions.
In buy-side due diligence, the focus is on the acquiring party, rather than the target company. This makes it distinct from sell-side due diligence, which is conducted by the organization that may be acquired.
“It’s standard operating procedure for private equity firms if they’re buying a company,” says Scott Bellinger, Bluwave’s co-head of research and operations. “No matter how good a company is, if the market is bad, it won’t succeed.”
Buy-side commercial due diligence looks extensively at the target company’s overall viability. It’s typically conducted by private equity firms, investors or other acquiring entities to evaluate risks and opportunities before signing on the dotted line.
We’re going to explore the key aspects of this process in private equity acquisitions, including financial analysis, commercial viability assessment and target company analysis.
Financial Analysis
Understanding a company’s financial health is a crucial aspect of buy-side commercial due diligence.
At this stage, the buyer reviews the target company’s financial statements, including balance sheets, income statements and cash flow statements.
A qualified finance professional can be invaluable in this step.
Market Size
Market size is also an important pre-acquisition consideration.
It helps identify potential financial red flags, such as declining revenue, which could suggest a shrinking market. If too many warning signs arise, the buyer may reconsider moving forward.
Working with an industry-specific service provider can help with this, saving your firm from a bad deal, or confirming a good one.
READ MORE: What is Commercial Due Diligence?
Total Addressable Market, Commercial Viability Assessment
A successful acquisition is contingent on the future growth potential of the target company. That’s why a commercial viability assessment forms an integral component of the process.
Here, the total addressable market (TAM) for the target company’s products or services is evaluated. Understanding the TAM provides insights into the potential growth and profitability of the target company, making it a critical metric for prospective buyers to consider.
Competitive Landscape
Another important factor is the competitive landscape within the target company’s market. This evaluation gives the buyer a comprehensive understanding of the company’s positioning, its main competitors and the regulatory environment in which it operates.
A thorough understanding of the competition and industry regulations can provide valuable insights into the target company’s resilience and adaptability in the face of market changes.
Target company analysis is another aspect of buy-side due diligence, and it usually comes toward the end of the process.
While the entire due diligence process evaluates a target company, the goal at this stage is to review operations, management and culture. This is how the buyer identifies issues that could affect the acquisition’s long-term success.
Voice of the Customer
Assessing customer satisfaction, identifying potential customer concerns and understanding customer loyalty can all help better understand the target company’s potential long-term success.
An exact-fit service provider will focus on things like customer lifetime value, retention and how products and services can be improved.
READ MORE: 5 Steps to an Effective Voice of the Customer Strategy
Target Company Evaluation
While the entire commercial due diligence process involves looking into the target, firms should also take a close look at a company’s operations, management and culture.
Before signing on the dotted line, it’s important that you not only align on values, but that the teams are a good fit for working together.
This also helps the buyer – usually a private equity firm – understand the potential synergies between the target company and their existing portfolio companies.
Bellinger says that working with an expert third-party to conduct buy-side diligence can be a huge advantage.
“You can get providers who have deep experience in a certain industry or certain types of companies that can perform the study on a lower cost profile than a brand name firm who will have to spend time getting up to speed,” he says. “Our providers already know everything about that industry and have prior experience.”
Buy-side due diligence is a critical process in private equity acquisitions, enabling buyers to make informed investment decisions.
BluWave has expertly vetted commercial due diligence resources on standby to provide comprehensive support during the buy-side due diligence process.
Our research and operations team will connect you with the best fit for your project, ensuring that you have access to the right expertise at every step of the process. Set up a scoping call today.
Bellinger adds: “We have the most amazing bench of buy-side commercial due diligence providers, so we know every buy-side firm in middle-market private equity.”
Filling a Need: Unraveling the History and Growth of the Private Equity Industry
John Huhn, Compass Group Equity Partners | Unlocking Success: The Power of Persistence in PE
In the Know: Make Confident Investments with Commercial Due Diligence
In an increasingly competitive private equity landscape, mastering commercial due diligence is integral to success. It offers a clear picture of potential investments, allowing firms to mitigate risks and assess value more accurately.
Our latest In the Know video explores how specialized service providers can help enhance your commercial due diligence process.
Partnering with a specialized provider offers comprehensive industry, customer and competitive analysis, extending beyond what a generalist group can provide. They offer:
- Specialized expertise for informed decision-making
- Detailed examination of market dynamics
- Effective risk evaluation and mitigation strategies
- Assistance in fair company valuation
Q1 2023 BluWave Insights: HR, Tech Take Center Stage
Every quarter our team analyzes the projects we work on with our 500+ PE firm clients to get a bird’s eye view of the market. We recently compiled our Q1 2023 findings into our BluWave Insights Report. You can request your copy and our client coverage team will be in touch.
Key findings from Q1 ’23 include:
- Value creation activity is at an all-time high, matching Q1 2022.
- Human capital remains PE’s primary area of focus at 45% of all Q1 activity, also matching an all-time high.
- Technology remains a priority at 11% of all Q1 PE activity.
Learn more about the insights we gleaned from Q1:
We can support your value creation needs, human capital needs, technology needs, sales & marketing needs and more.
HR, Tech Take Center Stage in Q1: Private Equity Industry Update
Strategic Sourcing and Procurement: What is It?
What is Sourcing Strategy and Procurement?
Strategic sourcing and procurement is a crucial process that aids businesses to balance revenue growth strategies, smart cost containment, sourcing and operations configuration.
“When the economy’s going down, people aren’t making as much money as before,” says Scott Bellinger, BluWave’s co-head of research and operations. “Even if they’re maintaining or increasing their sales, the cost is going up. Every dollar you can capture in a downturn is huge for business.”
The process entails a strategic outlook on possibilities and requires a well-executed implementation to achieve lower total cost and support revenue growth. In essence, the objective is to attain a balance between operational efficiency and financial performance.
“There are companies that are really trying to build out a platform that allows them to be a strategic sourcing provider to large manufacturers,” says one of our BluWave-grade service providers, Don Jenkins* of Supply Chain Management Co. “So they’re going to help them acquire components from around the world from suppliers. They’re going to administer those contracts. They’re going to handle the logistics of any regulatory issues that fall into that.”
CASE STUDY: More Than $14 Million Saved on Resin Procurement for Plastics Company
Strategic sourcing is an integral part of supply chain management that provides a systematic approach to assure timely delivery of goods and services and decrease the risk and costs involved in the supply chain.
Investing in supplier relationships is a key aspect of this process. Let’s look at it in more detail.
READ MORE: What is Commercial Due Diligence?

Examples of Strategic Sourcing
- Outsourcing non-core products or services: A company could contract a vendor or supplier who can deliver products or services within the required time frame and without any delays or issues.
“I think where it gets more proprietary, a little more specialized, I think those areas are less likely to maybe outsourced,” Jenkins says. “Whereas when you look at kind of commodity products and commodity processes, that’s where the outsourcing’s probably more likely to happen.”
- Creating partnerships with suppliers for key products: An organization might opt to centralize all purchases with a single vendor to avoid high delivery fees or fluctuating prices for goods.
- Procuring commodities internationally: A business may identify a supplier or vendor who can provide multiple products or deliveries simultaneously from different regions around the world.
Best Practices for Sourcing Optimization
- Spend analysis: Analyzing the company’s spending patterns to identify areas where costs can be reduced.
- Establishing clear criteria for supplier selection and evaluation: Businesses can use scorecards or other formats to select the suppliers that best meet the company’s needs.
- Negotiating contracts: This step helps organizations achieve the best possible terms and conditions.
- Developing strong relationships: Building long-term relationships ensures a stable and reliable supply of goods and services. Third-party resources with existing supplier relationships are a great way to accelerate this step.
“The businesses are going to want to have strong relationships with those suppliers,” Jenkins says. “They’re going to handle all the logistics-related issues, and they’re going to administer those contracts.”
- Advanced analytics: Identify opportunities for cost savings and supplier performance improvement through data. With the explosive growth of AI tools, this is easier than ever..
- Focusing on total cost of ownership: The initial purchase price should not be the only factor when evaluating suppliers.
READ MORE: How To Analyze Sales Data: Resources, Examples, KPIs
Supply Chain Management Benefits
- Cost savings through economies of scale: By consolidating purchases and leveraging their purchasing power, companies can achieve cost savings through economies of scale.
- Improved efficiency: Strategic sourcing can help improve the efficiency of the procurement process by reducing the time and resources required to identify and evaluate suppliers.
“There’s not a large variance in pricing that exists because of the nature of the commodity product,” Jenkins says. “So you have different areas of the world, potentially, where you can go to get that product, and the magic is just having someone that can organize it, find it, administer the contract, get the logistics set up.”
- Access to expertise and technology: Organizations may access to expertise and technology that they may not have in-house. This can help improve the quality of products and services and reduce costs.
- Improved supplier relationships and performance: Strategic sourcing involves building long-term relationships with suppliers. This can help improve supplier performance and reduce risk.
- Reduced risk: By building strong relationships with suppliers and implementing a supplier relationship management program, companies can reduce the risks associated with their supply chain.
- Increased agility: Businesses that correctly implement strategic sourcing can more quickly respond to changes in the market.
“It’s like ‘What pieces of what we do can we outsource, not have to have our full-time resources committed to this and still get the job done?'” Jenkins says of companies’ approach to strategic sourcing. “In what cases does it make sense to outsource a product or service or process as opposed to trying to do it yourself?”
CASE STUDY: Offshoring Experts Sought To Save Time, Lower PortCo’s Operation Costs
Steps for Implementing Procurement Management
Businesses are concerned with two types of procurement: indirect and direct.
Indirect procurement means cutting costs from anything that’s not core to the business product or service being done. Examples include company cars, postage, travel spend, telecom providers, and pens and pencils, to name a few.
Bellinger says expert third parties are highly motivated to help with this.
“The benefits would be that you can engage a firm that can take out costs of your business for non-core expenditures,” he says. “The beauty of it is these groups work off of a gain-share model, so they have an incentive to help you save money.”
Direct procurement, on the other than, is related to lowering COGS via things like components, manufacturers and resource suppliers.
“As your supplier base continues to raise prices, you want to engage direct procurement groups that can resource your suppliers on a lower cost profile,” Bellinger says.
- Step 1: Assess your current procurement process: This involves analyzing your current procurement process to identify areas for improvement and opportunities for cost savings.
- Step 2: Identify products or services to outsource: This involves identifying the products or services that can be outsourced to achieve cost savings and improve efficiency.
- Step 3: Evaluate potential suppliers: This involves evaluating potential suppliers based on criteria such as cost, quality, reliability, and delivery time.
- Step 4: Negotiate contracts and establish service level agreements: This involves negotiating contracts with suppliers to achieve the best possible terms and conditions, and establishing service level agreements to ensure that suppliers meet the company’s requirements.
- Step 5: Monitor and evaluate supplier performance: This involves monitoring supplier performance to ensure that they are meeting the company’s requirements and taking corrective action if necessary.
Factors to Consider for Strategic Sourcing
- Proprietary technologies and products: Organizations should assess whether outsourcing will compromise their proprietary technologies and products that give them a competitive edge.
- Customer relationships: Firms should also consider the impact on their customer relationships, particularly if they have strong ties.
- Commodity products and processes: Businesses may want to outsource commodity products and processes that do not provide a competitive advantage. This can help them reduce expenses and enhance productivity.
- Cost savings: Enterprises must evaluate the possible cost savings that can be attained through outsourcing.
- Supplier capabilities: Firms should assess the abilities of potential suppliers to ensure that they can meet the company’s requirements.
- Risk management: Organizations must consider the risks associated with outsourcing and take measures to mitigate those risks.
“There are companies that have built up a network of supply sources and a network of transportation solutions to get a product from A to B,” Jenkins says. “If you’re a large manufacturer, and this happens to be a product that you don’t deal with every single day in large quantities, but every once in a while you need it, and when you need it, you need it badly, that is a pretty good candidate for an outsource relationship.”
READ MORE: How To Raise Prices Strategically with Sales Team Buy-In
The expertly vetted third-party resources in the Business Builders’ Network understand the importance of strategic sourcing to get the most out of your investment.
Tapping into industry-specific service providers who know not only your business, but also your competitors as well as you do can provide a significant advantage.
No matter what objectives your PE firm, portco, private or public company has, our research and operations team will assess your needs and provide a short list of best-fit solutions within a single business day.
*Privacy is important to us. While the source and company name have been changed, these are real quotations from a real service provider in the BluWave Business Builders’ Network.
Charlie Gifford, New Heritage, Getting to Yes Through Differentiation in Private Equity
SVB Bank Crisis: What Will Happen Next and How Private Equity Will Reframe Crisis into Opportunity
Healthcare-Focused Finance Consultant for Portco
Service Area: Financial Modeling & Analysis
Client Type: Upper-Middle Market Private Equity Firm
Service Provider Type: Independent Consultant with Financial Expertise
Industry: Healthcare
The PE firm was ready to sell its diagnostic supplies and equipment manufacturer and was looking for a financial expert to get them across the finish line.
The individual would need to help review quality of earnings, perform a market study, validate a financial model, coach management on pitching, and most importantly, be able to close the books and handle data requests.
BluWave provided three experienced resources – all with CFO experience – from its pre-vetted network in less than 24 hours. We were by the firm’s side throughout the vetting calls, and helped them choose a best-fit option.
Months after signing on the independent consultant, who worked on-site throughout the process, another PE firm purchased the portco. The consultant helped the organization with pre-sale diligence, optimized its finance function and ensured a smooth handoff to new ownership.
The buyers commented on the strong foundation and high growth potential of their new asset. The selling PE firm was equally pleased with the process.
We had a great experience with the consultant. My key feedback is that he has a great temperament and worked well with us and management. He has an ability to work independently and delivered solid results.
PE Firm
What is Technical Debt in Due Diligence?
Technical debt doesn’t always get a good rep, but it’s not black and white, either.
There are both benefits – usually early on – and consequences, which accumulate with time.
As part of their IT due diligence process, many private equity firms take a hard look at the technical debt they might incur. That means it’s just as important for portcos, as well as private and public companies, to understand what they have on their hands before engaging in a potential sale or transaction.
In addition to defining technical debt, let’s look at some examples and types, as well as the pros of cons.

What is Technical Debt?
In software development, technical debt refers to the cost of maintaining a suboptimal or inefficient software system that was developed with an emphasis on speed, rather than quality.
It’s incurred by prioritizing quick results over a more well-designed code, which will mean more work to fix in the future, often with the objective of quick, short-term gains.
While technical debt can be a catalyst for growth, it can also create a challenges for developers and inhibit scalability.
“It allows companies to create software faster, with the understanding that they will slow down software development in the future. Companies will eventually be forced to spend more time fixing the debt than the amount of time it took them to produce the best solution at the beginning,” writes Trey Huffine of freeCodeCamp.
READ MORE: The Power of AI, Data Analytics in IT Due Diligence
Companies may eventually be forced to spend more time fixing technical debt than they did to produce the best solution in the first place. It can also be defined as the cost of reworking a solution caused by choosing an easy yet limited solution. It represents the difference between what was promised and what was delivered in a software product, including shortcuts taken to meet deadlines.
While technical debt is not always bad, many businesses use it to launch ideas quickly as a minimum viable product (MVP) and then rapidly iterate and improve them. It can, however, cost more time, money, and resources over time.
Let’s dig in to more details to better understand how technical debt works.
Technical Debt Types
Technical debt can be classified both based on the type of debt as well as how it’s incurred:
Here are some different types of tech debt:
Design Debt
Due to suboptimal design decisions and architecture choices made during the development process.
Code Debt
Arises from poorly written, inefficient or redundant code.
Documentation Debt
This happens when documentation is incomplete or outdated, which can make it difficult to maintain and update software.
Testing Debt
Due to inadequate testing practices, leading to bugs, and other software issues.
Infrastructure Debt
Results from using outdated or inefficient hardware or software, leading to slower performance and reduced productivity.
People Debt
This happens when the development team lacks skills or experience.
Process Debt
Inefficient or inadequate development processes that can lead to delays, errors, and other issues.
Here are some different ways technical debt can be incurred:
Deliberate Debt
Incurred intentionally to meet a deadline or achieve a goal.
Inadvertent Debt
From not following best practices, or failing to properly refactor code.
Prudent Debt
Technical debt that is taken on deliberately, with a plan and a clear understanding of the costs and benefits.
Reckless Debt
This arises from taking on technical debt without a clear plan or understanding of the costs and benefits. This is the opposite of prudent debt.
READ MORE: IT Due Diligence Process: Mergers and Acquisitions
Strategic Debt
Taken on to achieve a specific strategic goal, such as entering a new market or taking advantage of a business opportunity.
Tactical Debt
Taken on to achieve a specific tactical goal, such as adding a new feature or improving performance.
Bit Rot Debt
This kind of technical debt arises from neglecting to update and maintain software over time.
Inefficient Code Debt
This happens when inefficient or outdated code is used.
Unintentional Debt
This is incurred for reasons beyond the development team’s control, such as technology changes, regulatory requirements or changes in customer needs.
Technical Debt Examples
Technical debt can be found in all kinds of software development projects. The following are some examples developers may encounter.
Bugs in the Code
When developers work quickly to meet deadlines, they may make mistakes that lead to bugs. These bugs can slow down the software or make it malfunction. If they’re ignored in the interest of meeting deadlines, they’ll continue to accumulate.
Legacy Code
Code that has been written in an older version of a programming language or framework, which can make it difficult to update the software. Updating the software may require extensive code changes, which can result in significant time and effort.
Missing Documentation
Incomplete or outdated documentation can make it difficult for others to understand the code, resulting in additional work later on. Especially if those people are new to the team.
If developers don’t document their code properly, it can be challenging for others to modify later on.
Poorly Refactored Code
When developers take shortcuts to meet deadlines, they may not properly refactor, resulting in code that is not optimized, requiring more work to fix.
Ignoring Quality and Best Practices
This can result in suboptimal code that needs to be reworked, leading to performance problems.
Insufficient Testing and Documentation
Skimping on testing or documentation can make it difficult to maintain or modify the code.
Suboptimal Architecture or Design
Choosing a suboptimal architecture or design can also make for extra work as time goes on. Expect performance problems that slow down software, too.
Short-Term Thinking
Applications built only with the near future in mind eventually means consuming more resources, time, and energy maintaining and rewriting “broken code” rather than developing new ideas.
Procrastination and Compromises
Not fixing bugs when they arise will likely produce technical debt, too.
Benefits of Tech Debt
While technical debt often creates challenges, it has its benefits, too. For example, it can be used to launch an MVP, allowing businesses to gain valuable feedback from users that can be used to improve the product.
Technical debt can also help businesses remain competitive in a fast-paced environment. By prioritizing speed and agility over perfection, you can more quickly adapt to changing markets and customer needs. It can also help reduce development costs, achieving goals in less time with fewer resources.
It is, however, important to consider the long-term costs and benefits. As the technical debt accumulates, it can become increasingly difficult to maintain and update the software, leading to reduced productivity and increased development costs and security vulnerabilities. Let’s go into more detail about the potential consequences.
READ MORE: Comprehensive IT Assessment Interim Leadership Sought
Consequences of Technical Debt
The downside of technical debt can be dire, affecting not only the quality of the software but also the productivity and morale of the development team. Over time it’s increasingly costly to address.
The poor code quality can result in poor performance, bugs and maintenance issues. It can also hinder the ability to introduce new features and functionality, having a negative impact on user experience and revenue generation.
Additionally, technical debt can make it more difficult for development teams to work efficiently, as they must constantly navigate suboptimal code, taking time to understand and fix it.
Tech debt can also impact the development team’s morale. As it accumulates, developers may become demotivated, increasing turnover and making it harder to attract top talent. It can also mar a company’s reputation as negative user reviews roll in, reducing overall trust in the product or service.
It’s crucial to manage technical debt carefully and address it proactively to avoid long-term consequences.
The BluWave network is full of the best technology resources on the market for private equity, portcos, and independent and public companies.
The expertly vetted service providers ready to help know how to evaluate, utilize and address technical debt in a way that’s aligned with your business’s goals.
“The good providers will help you determine whether a company is making the most of its technology investments,” BluWave Head of Technology Houston Slatton says. “They can also say the products are out-of-date, end-of-life, have security issues, aren’t being used well, aren’t being backed up.”
Regardless of your industry, we can connect you with a niche-specific IT resource in less than one business day after an initial scoping call. Contact our research and operations team today to get started.