M&A Due Diligence & Portfolio Integration

Your QoE report protects the financials. Who is protecting the infrastructure?

A checkbox property report tells you the building's age. A Quality of Infrastructure (QoI) audit tells you what the building will do to your EBITDA. We deliver forensic infrastructure underwriting for Private Equity firms and M&A Deal Desks — modeling the target's true CapEx exposure before you close, inside your exclusivity window.

Book a 20-Minute Executive Call Deploy an M&A Audit

Who this is for

If you are acquiring a middle-market enterprise with heavy physical assets — manufacturing, cold storage, logistics, R&D — hidden deferred maintenance directly destroys first-year EBITDA. This is for the teams assigned to mitigate that risk.

M&A Teams
Deal Desks
You need hard dollar-figure repair estimates to negotiate the final purchase price and structure holdbacks before the ink dries.
Post-Close
Operating Partners
You are responsible for stabilizing the newly acquired asset. You need a 100-Day integration plan that prevents catastrophic equipment failures on your watch.
Roll-Ups
Private Equity
Consolidating fragmented vendors and modernizing failing infrastructure across multiple portfolio assets to protect your exit multiple.
Proven in the Exclusivity Window
$1M CapEx Holdback — Secured Days from Closing
A standard PCA cleared a 200,000 sq ft cold storage "crown jewel." Our QoI audit found obsolete ammonia piping, failing sub-floor insulation, and EPA violations obscured in the data room — $5M in concealed deferred maintenance. Read the case study →

What we audit (The QoI Standard)

The data room is the seller's story. The site visit is the truth. A standard inspector notes the age of the HVAC; a Fractional Facility Executive maps out exactly when it will fail and what that does to your underwriting. We act as your on-the-ground operating arm.

Infrastructure Category M&A Forensic Focus EBITDA Risk Mitigation
Heavy Mechanical & HVAC Full diagnostic of chillers, cooling towers, and rooftop units. We verify remaining useful life and identify "run-to-failure" maintenance habits left by previous ownership. $50,000 to $250,000+
Electrical Switchgear We audit main panels and obsolete breakers to ensure the facility can handle your planned post-acquisition production scaling. $40,000 to $150,000+
Industrial Plumbing / Ammonia We locate corroded underground drainage and volatile chemical/refrigeration vulnerabilities that pose massive operational shutdown risks. $100,000 to $1.5M+
Roofing & Envelope Thermal imaging and core-sampling of commercial roofs. A failing pitch or saturated membrane is an immediate capital drain upon deal closure. $150,000 to $500,000+
Regulatory & Life Safety We identify inherited OSHA, EPA, and USCG compliance violations that become your liability — and your fines — the moment you take ownership. $25,000 to $100,000+
Vendor Contract Audits We review all existing facility maintenance contracts to identify vendor bloat and consolidate services for immediate post-close OpEx savings. 15% - 30% OpEx Reduction

Diligence Pricing & Deployment

We structure our M&A deployments to match the pace of your deal flow: high-level sweeps for target evaluation, and deep-dive forensic audits during final exclusivity windows.

Target Evaluation Sweep
Rapid deployment to identify fatal infrastructure flaws before submitting a binding LOI. Used by PE firms evaluating multiple targets simultaneously.
Starts at $2,500 / facility
Up to 50,000 Sq Ft$2,500
50,001 - 100,000 Sq Ft$3,500
Above 100,000 Sq FtCustom
  • Rapid on-site executive sweep
  • Verification of major CapEx liabilities
  • High-level code & compliance check
  • Verbal brief to Deal Desk within 24 hours
  • Prevents wasting capital on doomed deals
Request Target Sweep
Quality of Infrastructure (QoI)
Deep-dive technical underwriting. Deployed during the exclusivity window to arm your Operating Partners and attorneys with CapEx data.
Starts at $7,500 / facility
Up to 25,000 Sq Ft$7,500
25,001 - 50,000 Sq Ft$10,000
50,001 - 100,000 Sq Ft$15,000
Above 100,000 Sq FtCustom
  • Everything in Target Sweep, plus:
  • Full thermal & diagnostic verification
  • 3 to 5 Year CapEx Exposure Model
  • Itemized dollar-figure purchase price adjustments
  • Executive QoI Board Report
  • 100-Day Post-Acquisition Integration Plan
Schedule QoI Audit

*Pricing is subject to specific industrial parameters. Highly complex operations (e.g., heavy chemical, vast cold storage, marine fleets) require custom scoping.

M&A Executive Deliverables

You don't need a 40-page checklist of cracked floor tiles. You need decision-grade data — formatted for the IC memo, the purchase agreement, and the first board meeting after close.

01
The QoI Board Report
An executive summary of systemic risk, categorizing liabilities into Critical (immediate capital required), Near Term, and Long Term.
02
CapEx Exposure Matrix
A hard dollar-figure financial model of deferred maintenance. Your M&A team uses this specific document to negotiate purchase price adjustments, holdbacks, and escrows.
03
Vendor Bloat Analysis
Identification of redundant or overpriced service contracts from the previous ownership that can be eliminated post-close to immediately improve EBITDA.
04
100-Day Integration Plan
A roadmap for the Operating Partner detailing exactly which infrastructure systems and compliance issues must be stabilized within the first 100 days post-close.

M&A Deployment Timeline

We operate on deal-time. We fit seamlessly within your 30-to-60 day exclusivity windows.

01
Diligence Alignment (24 Hrs)
Provide access to the data room. We review the target's existing lease/ownership structures, flag what the documents claim, and schedule the on-site deployment immediately.
02
Forensic Deployment (48-72 Hrs)
Our fractional executives deploy on-site to execute the physical audit — verifying the data room's story against the actual condition of the asset and establishing the Ground Truth.
03
Deal Desk Briefing
You receive the CapEx Exposure Matrix and the QoI Board Report in time to adjust your underwriting and negotiate from the findings before the final close.

Post-Acquisition Executive Execution

The biggest failure in M&A consulting is handing an Operating Partner a list of problems and walking away. Base Layer FM does not just audit the target. Once the deal closes, we can transition directly into the role of Fractional Facility Executive to actively manage the build-outs, execute the 100-Day Plan, and run the vendor transitions on your behalf — vendor consolidation alone has cut maintenance OpEx by 22% in past engagements.

M&A Diligence Parameters (FAQ)

Why not just use a standard Property Condition Assessment (PCA)? +
A PCA evaluates a building as real estate. A QoI audit evaluates it as an operating asset inside your acquisition thesis. A checkbox PCA from a generalist inspector does not calculate EBITDA impact, model 3-to-5-year CapEx exposure, audit the target's vendor contracts, or read the data room against the physical plant. When the asset you're buying is a company — not just a building — visual data without financial modeling is a blind gamble. (For real-estate-only transactions, we also deliver forensic, lender-ready PCAs.) See what a standard PCA missed: Inheriting the Toxic Asset →
How fast can you deploy to a target acquisition? +
We understand exclusivity windows are tight. Upon execution of the MSA, we can typically deploy to Bay Area and West Coast target sites within 48 to 72 hours. We operate on deal-time, not consulting-firm time. In a live window? Book a 20-minute executive call →
Will this audit disrupt the target company's operations? +
No. We operate with the discretion required during the M&A diligence phase. Our diagnostics (such as thermal imaging) are non-invasive and can be conducted without halting the target's production or alerting their staff to the acquisition process.
Can you audit multiple locations for a portfolio roll-up? +
Yes. For multi-site acquisitions, we perform rapid Target Evaluation Sweeps across the entire portfolio, followed by deep-dive QoI Audits on the primary flagship facilities. We structure deployment to match the pace of your deal flow.
Do you stay on after the deal closes? +
Yes — and that's the point of the 100-Day Plan. Once the deal closes, we can transition directly into the role of Fractional Facility Executive to actively manage build-outs, execute the integration plan, and run the vendor transitions on your behalf. Vendor consolidation alone has cut maintenance OpEx by 22% in past engagements. Learn more: Fractional Facility Leadership →

Protect your first-year EBITDA.

Do not let a hidden infrastructure failure destroy your acquisition ROI.
Deploy an Owner's Representative to establish the Ground Truth today.

Book a 20-Minute Executive Call Email Gabe Directly