Private Equity & M&A
The £47M acquisition. The £3.2M in hidden liabilities you almost missed.
When supplier contracts, performance warranties, and hidden obligations contradict the financial model, the gap between what the seller promised and what the records show is where deal value evaporates. We reconstruct the true obligation timeline so you see exactly what you are actually buying — before you sign.
Reconstruction Timeline
Target company presents supplier contracts
All agreements provided, schedules reviewed, terms appear compliant
SPA warranties signed
Management representations made regarding contract performance
Financial model reviewed
EBITDA projections assume full supplier contract performance
Closing — unexamined detail emerges
Three suppliers have undisclosed service credits reducing future payments by £180K annually
Post-close — actual performance vs forecast
Revenue shortfall traced to supplier credit structure not reflected in projections
Warranty claim period expires
Hidden obligation now buyer liability — no indemnification available
The Contradiction
One of these is wrong — and the longer it stays invisible, the more it costs.
What was reported
Contracts signed as presented
Management certified completeness
Schedules reviewed during DD
SPA reps made without reservation
What actually happened
Actual supplier credits reduce cash flow
Contract ambiguities hide performance deductions
Financial model assumptions unstated
Post-close reality differs materially from forecast
Commercial Impact
£1.8M in unexpected post-close costs
Earnout provisions challenged
Warranty indemnity unavailable
What would you do?
Without reconstruction
Contracts reviewed to checklist, not detailed obligation mapping
Financial model assumptions accepted at face value
Warranty period begins before hidden obligations surface
Post-close surprises treated as buyer liability
Earnout disputes emerge from hidden terms
With RippleXn
Every supplier and customer contract reconstructed with amendments timeline
Payment obligations mapped month-by-month against financial forecast
Hidden escalations and credits identified pre-close
Warranty claims quantified and submitted in-window
Deal economics validated before indemnity expires
The invisible problem
The deal risk that hides in the detail
Due diligence is performed by checklist. Contracts are reviewed for standard terms. Warranties are signed based on seller representations. But what is actually written in the fine print, when obligations truly trigger, and whether the financial model reflects reality — that gap is where deal value disappears post-close.
Supplier contracts have hidden price escalations or service credit deductions
Contingent liabilities are off-balance-sheet until they become active
Contract terms contradict the financial forecast underpinning your valuation
Employment documentation gaps create post-close liability exposure
Warranty indemnity windows close before you know what you bought
How we reconstruct deal certainty
Ingest
Upload all contracts, amendments, schedules, financial model, and seller representations
Map
Timeline reconstructed showing contract evolution, amendments, and effective dates
Model
Each contract obligation mapped against financial forecast month-by-month
Surface
Gaps between what the model assumes and what contracts actually require
Quantify
Post-close liability exposure calculated; warranty claims prepared pre-close
The commercial reality
Know exactly what you are buying before the warranty window closes
Due diligence validates what the seller says is true. What matters is whether the contract terms actually support your financial forecast. We show you the gap before you close.
Ready to apply this to your situation?
Get a personalized assessment. Start with a £149 diagnostic check or dive straight into a full reconstruction.
Click here to find out moreSee what your DD team missed
Upload your contracts, financial model, and SPA. We reconstruct the true obligation timeline and surface exactly what post-close risks are hiding in plain sight.