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M&A Capital Protection & High-Stakes Due Diligence

Protecting $127M in committed capital for a Diversified GCC Conglomerate

Key Results

SAR 15M unrecorded exposure identified — $127M capital defended — Acquisition terms restructured prior to close

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Case Details

Audit Scope & Outcomes

Background

A diversified GCC conglomerate was in the final stages of a major acquisition within the hospitality and F&B sector. The deal involved a committed capital of $127M, but the existing due diligence relied on standard seller disclosures and limited sampling.

Audit Scope

As Group Director of Internal Audit, my mandate was to perform a final layer of independent operational and financial due diligence to validate the target's internal control environment and uncover any contingent liabilities.

Testing & Fieldwork

I deployed a full-population forensic review across the target's supplier agreements, lease commitments, and litigation filings. Instead of relying on the seller's curated disclosure schedule, we indexed and cross-matched every active contract clause against historical claims and regulatory filings.

Findings & Impact

The audit uncovered SAR 15M in previously undisclosed litigation exposure and significant regulatory non-compliance issues. This discovery provided the executive team with critical leverage to renegotiate deal terms, protecting the entire $127M in capital from post-acquisition shocks.

Operational Insight

Standard M&A due diligence relies on sampled vendor files and seller warranties, which routinely miss off-balance-sheet exposures. Running full-population contract forensics defends acquisition EBITDA before capital is committed.