ILLUSTRATIVE SCENARIO — All names, figures and findings are illustrative. No actual specialist work was executed, MAX produced no grade and no Guardian review occurred.
Sample 03 / 06 · Business Acquisition
$145M Manufacturer Acquisition
A buyer evaluates Sterling Precision Components (illustrative company): quality of earnings, customer retention, capacity, supplier risk, IP and integration readiness.
Example client request
“A buyer evaluates an illustrative precision-components maker: earnings quality, customers, capacity and integration.”
$145M
Seller ask
Hypothetical enterprise value
$19M
Adjusted EBITDA
Seller-stated; not verified
41%
Top-two sales
Illustrative customer concentration
Executive Summary
Illustrative committee readout
Proceed only to conditional diligence. The headline 7.6x multiple may understate all-in cost if EBITDA adjustments fail, customers re-source, or capital equipment requires replacement. Ask for a quality-of-earnings bridge and downside valuation before discussing a binding price.
Research questions AI Team One would investigate
Quality of earnings
Reconcile audited statements, EBITDA add-backs, working capital, nonrecurring costs and maintenance capex.
Customer concentration
Customer-by-customer retention, program life, contracts, margins and change-of-control clauses.
Factory diligence
Plant utilization, OEE, scrap, safety, machine age, bottlenecks, quality certifications and labor capacity.
Supply chain
Single-source materials, price pass-through, inventory turns, supplier health and geopolitical exposure.
Market and IP
Competitor mapping, product differentiation, patents, customer switching costs and demand cycle.
Integration and exit
Management retention, ERP readiness, synergy accountability, legal exposures and eventual exit scenarios.
Illustrative diagnostic flags
Not verified findings
- Price-to-profitAsking EV / claimed adjusted EBITDA is ~7.6x; neither input is verified.
- ConcentrationIf major accounts account for 41% of sales, customer contract terms drive value.
- Hidden capital needsIllustrative $8M of required machine investment would alter the buyer cash plan.
Socratee's Critical Thinking Perspective
Board question · sample text, not generated
“If customer retention slips and normalized EBITDA is lower, what price still protects the buyer?”
Research & Review Record
Buy-Side Diligence Blueprint
The mock valuation bridge below is an arithmetic demonstration, not a fairness opinion or actual enterprise appraisal.
Evidence plan: what must actually be collected
- Financial / taxAudited accounts; GL; bank statements; tax returns; QoE reports; revenue cohorts.
Output: seller-to-normalized EBITDA reconciliation - CustomersMSAs; purchase orders; change-of-control terms; customer-level margin and retention.
Output: weighted renewal and loss exposure - OperationsPlant walk-through; equipment register; maintenance history; scrap and OEE logs.
Output: capex backlog and capacity-risk estimate - MarketsIndependent customer interviews; competitor product and pricing research.
Output: demand, competitive moat and re-sourcing risk - Legal / labor / ITIP chain; litigation docket; environmental; employee agreements; cyber posture.
Output: closing conditions and integration risks
Example: valuation multiple sensitivity (synthetic)
EV = selected normalized EBITDA × illustrative multiple. Not an appraisal.
CaseSeller case
- EBITDA
- $19.0M
- Multiple
- 7.6x
- Implied EV
- $144.4M
- vs. ask
- -0%
CaseQuality reset
- EBITDA
- $16.2M
- Multiple
- 7.0x
- Implied EV
- $113.4M
- vs. ask
- -22%
CaseDownside
- EBITDA
- $13.5M
- Multiple
- 6.0x
- Implied EV
- $81.0M
- vs. ask
- -44%
What independent challenge and safeguards would examine
SOCRATEE + RED
Would attack the seller adjustment logic, synergy double-counting, concentration, equipment downtime and post-close cost-of-capital assumptions.
LIBBY + MAX
Would examine confidentiality, use of third-party information, document provenance and consistency of the valuation bridge. No real grade or review exists.
Proposed role routing · Not executed
TED coordinates • RES researches markets • KNOLLY verifies documents • SOCRATEE evaluates thesis • LIBBY flags constraints • RED models deal breakpoints • MAX checks the evidence package.
Actual record
- Actual agent executions: 0
- MAX independent grade: No grade. Not run.
- 18 Guardians: No review occurred. Built · Integration Pending.
- Final decision: Always a human decision.
Evidence labels
Sample scenario · Unverified illustrative content · 0 actual agent executions