Lensential

LENSENTIAL PE

Is the EBITDA you are paying for real?

Lensential PE is the buyout system our analysts run for funds. A stage engine runs its 25 specialist AI agents in eight stages, from the first teaser to the letter to your limited partners, under one written standard of evidence. You order the work. We run it, deliver it and present it.

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ENGAGEMENT FILE · TESSALINE PACKAGING GROUPSPECIMEN

Route: Full buy-side diligence

  1. ✓○1 · ScreenCIM screen · Overall B-
  2. ✓○2 · Verify
    1. ✓○OpenData room provenance
    2. ✓○EarnEarnings qualityEBITDA €42.8M to €45.2M, against €48.0M in the CIM
    3. ✓○CashCash and working capital
    4. ✓○RevenueRevenue qualityREFUTED3% list-price increase of 2026
    5. ✓○MarketCustomer and channel calls
    6. ✓○MarketCommercial position
    7. ✓○InheritObligations register
    8. ✓○InheritTax structure review
    9. ✓○InheritRegulatory review
    10. ✓○PeopleManagement assessment
  3. ✓○3 · UnderwriteValuation comps, LBO model, financing stress
  4. ✓○4 · LandDiligence report, seller questions
  5. 5 to 8 · Decide, Execute, Own, Exitlater routes

The engagement file is updated after every agent. Later work resumes from it.

  • 25specialist agents
  • 8stages, in the order a deal travels
  • 13standard engagement routes
  • 6evidence labels
  • 3cases priced side by side: the seller's, the diligence case and the downside

Release 0.1.14, October 2026. Every example on this page follows one fictional buyout, Tessaline Packaging Group, from the first screen to the exit plan.

ONE FINDING, CARRIED TO PRICE

Every finding is carried to the figure it moves.

  • €48.0Magainst €42.8M to €45.2MThe CIM's adjusted EBITDA, against the range the ledger and the contracts support. The midpoint is €44.0M.
  • €38.0Mof priceand €19.0M of debtWhat the €4.0M gap to the midpoint is worth at the 9.5x guide multiple, and at term debt of 4.75x.
  • 21.1%against14.0%Gross IRR at the same bid of €456.0M and the same 9.5x exit: the seller's case, then the diligence case, which misses the fund's 15% threshold. At 10.0x, the highest exit the comparables support, it reaches 15.3% and passes.
See the bridge, line by line

From the Tessaline Packaging Group specimen. Tessaline is a fictional company.

THE DELIVERABLES

Eight questions, in the order a buyout travels.

Pick a question. Each opens what the agents deliver, what you send and what you get, and the agents that do the work.

SCREEN

VERIFY

UNDERWRITE

LAND

DECIDE

EXECUTE

OWN

EXIT

Which deals fit the mandate, and does this one earn a diligence budget?

Mandate fit triage · The CIM screen · The target profile

Triage sorts a whole batch of teasers, CIMs and leads against your mandate in one pass, hard limits first. A failing verdict says the deal does not fit, never that the business is poor. The CIM screen grades one CIM in eight categories, evidence first, and runs a quick LBO twice at the guide price: on the CIM's adjusted EBITDA and on reported EBITDA. The target profile reads an off-market company from its filings before anyone sends you a CIM.

SPECIMEN

THE CIM SCREEN · BRIEFSPECIMEN

Tessaline Packaging Group

Guide price €456.0M, 9.5 times LTM adjusted EBITDA · Overall B-

THE READ

"A cash-generative industrial packaging group with contractual price indexation and a signed take-or-pay contract. Like most sponsor-to-sponsor processes this quarter, it asks a full multiple for an adjusted EBITDA whose largest addbacks recur."

THE QUICK LBO, RUN TWICE AT €456.0M

EBITDAIRRMoney multiple
The CIM's adjusted EBITDA, €48.0M22.3%2.74x
Reported EBITDA, €41.0M15.7%2.07x

The gap between the two rows is the price of the seller's adjustments. Both rows rest on the seller's figures.

ONE OF EIGHT GRADES

Earnings qualityCA restructuring cost appears in every year shown.

Screening judgment from limited evidence. Not an investment recommendation. Evidence that comes entirely from the seller caps a grade at B-.

SCREENWhich deals fit the mandate, and does this one earn a diligence budget?
VERIFYIs what the seller, the CIM and management tell you true?
UNDERWRITEWhat is it worth to you, how is it financed, and does the case survive the downside?
LANDWhat do you conclude, and what do you ask the seller?
DECIDEDo you commit the fund's capital, and can you defend it either way?
EXECUTEWhat does the SPA do to the equity you pay at closing?
OWNIs the value plan being delivered, and where is it off track?
EXITWhen do you sell, to whom, and what do you tell the LPs?

HOW WE DELIVER

Finished files, signed by a principal and presented by the analyst who ran them.

Signed by a principal.

Every paper is read, challenged and signed by a principal before it reaches you. Delivery times include that review and start when your input arrives. You sign the papers sent in your own name, such as a letter to your investors.

Formats follow the reader.

Reports come as PDF, because they are evidence and should not be edited afterward. Models and registers come as live Excel, so you can rerun them. The seller questions, the call guide and the LP letter come as Word, because your team edits them before they go out.

The route is confirmed first.

You see which agents will run, which are skipped and why, before the heavy work starts.

One folder per deal.

It holds the papers, the working notes and the source behind each paper, so any paper can be rebuilt and reissued.

Your team keeps its advisers.

Your team makes the customer and channel calls. Tax, legal and regulatory questions go to your advisers and counsel with the date each answer is needed, and each answer is recorded with its scope.

Presented to your partners.

An analyst walks your deal team or your committee through the findings, on a call or in the room.

Start with what you have.

A batch of teasers is enough for triage, one CIM for a screen, and a name and a website for an off-market profile. The system works best with a full data room.

How you pay.

Pay per workstream; retain us for an agreed number of CIM screens a year, each within 24 hours; or subscribe to the quarterly review for the hold. Fees are agreed before work begins.

ONE STANDARD

Six rules every agent follows.

They let a finding hold up when the person with the most to lose reads it. Until closing, that is the seller; during ownership, management. At the exit the fund is the seller, and the reader is the buyer.

  1. 1

    Label every finding twice.

    Once for or against the seller's account, once for how firm it is.

  2. 2

    Test the seller's best answer, not just the claim.

    Findings are ranked by how well they survive it, never by how much they move the price.

  3. 3

    Never conclude intent.

    "The adjusted EBITDA relies on four addbacks with no supporting schedule in the data room" is defensible, and it moves the price. "The addbacks are padded" is not.

  4. 4

    Not finding evidence does not prove absence.

    An addback without a schedule is unsupported, not false. The caveat sits in the same row.

  5. 5

    Keep a corrections register from the first day.

    Each entry names who received the earlier version. An empty register means the file was never tested.

  6. 6

    Show how to reproduce it.

    An EBITDA bridge that cannot be rebuilt from the ledger lines it cites only repeats the seller's.

VERIFIED

Checked against an independent or authoritative source, and reproducible.

PARTIAL

Established in substance, with a material caveat stated beside it.

UNVERIFIED

Asserted and tested, and neither confirmed nor contradicted. Not the same as false.

REFUTED

Contradicted by an authoritative source, or by the target's own documents.

REPORTED

A figure from the seller, management or their advisers, with no independent support.

MISSING

Not disclosed and not found, with the places searched named beside it.

A figure from the CIM, the management accounts or a Q&A answer is Reported until something independent tests it. A QoE finding is Verified only for what the provider tested.

Rule 5, in practice.

BUY-SIDE DILIGENCE REPORT · V1.0SPECIMEN

Corrections against v0.9

RefWhat changedWhy
C-01The German pension deficit, €2.4M after tax, became €2.8MThe newer actuarial valuation
C-02We withdrew our first reading that the H1 2026 account files were rebuilt after the factThe native files carry ordinary month-end dates. The data room rewrites dates on download.
C-03The statement on change-of-control rights moved from UNVERIFIED to REFUTEDThe executed contract with Customer C

v0.9 went to the lenders' credit teams and the W&I underwriter. Each row names them as its recipients.

THIRTEEN ROUTES

Say what you need. The engine proposes the route.

Say "take this deal from CIM to IC", and the engine proposes one of thirteen standard routes and checks with you after each stage.

The situationThe routeWhat runs
A buyout decision rests on the whole pictureFull buy-side diligenceA screen or a profile, the ten verification agents in order, comps, the model and the stress test, then the report and the seller questions.
One CIM or teaserGraded screenA three-page graded screen with a quick LBO.
"Is this worth a confirmatory budget?"Fast screenProvenance, the largest addbacks and the cash test, then the seller questions. These decide whether the headline EBITDA survives.
The diligence is in, and the fund must commitCommitteeComps, the model and the stress test, then the IC paper. A reissue whose figures have moved carries a record of what changed.
The SPA is on the tablePrice mechanismSPA mechanics, fed by the cash, obligations, tax and regulatory work.
A company the fund owns reports its quarterQuarterly reviewThe quarter against the value creation plan and the covenant package.

Every route that runs Verify ends in a question list and a document request.

CONFIRMATORY DILIGENCE

Ten agents, in seven steps.

Inside Verify the order is fixed, because each step changes how the next one reads. You can leave a step out. You should not move it.

OPENData room provenanceWhich periods are audited, and who scoped the QoE?

We record who made each document, what each audit opinion covers, and what each adviser's report was scoped to and who paid for it, before anyone relies on a figure.

Catches: a vendor QoE that tested two addbacks against invoices not in the data room, and took a third on management's word.

EARNEarnings qualityAre these addbacks real?

We rebuild the bridge from the audited figure, test every adjustment against the ledger and the primary documents, and price each one at the entry multiple and at the debt multiple.

Catches: a one-off efficiency program booked in four consecutive periods.

CASHCash and working capitalWhere should the working-capital peg be?

We build working capital month by month, normalize the months distorted before the sale, and set the peg on the normal level.

Catches: a peg set €3.0M below normal, on a December balance that runs below the annual average.

REVENUERevenue qualityHow much of the revenue is really recurring?

We recompute the recurring share of revenue, retention, concentration, pricing and backlog from customer data and contracts, and name each gap rather than fill it.

Catches: a 78% recurring share that is 47% on a strict definition.

MARKETCustomer and channel callsWhat did the channel actually say?

We write non-leading questions and a call sample with a stopping rule, keep the fund's calls apart from the seller's references, and count what the transcripts say. Your team makes the customer and channel calls.

Catches: a list-price increase that none of the fund-sourced customers paid.

MARKETCommercial positionCan the business grow at the plan rate?

We split the plan into market, price, share and new products, grade each against evidence the seller did not commission, and recompute the plan.

Catches: a plan built on 3.5% market growth where published statistics show 2.0%.

INHERITObligations registerWhat are we inheriting?

We price everything outside the EBITDA, from debt-like items to change-of-control clauses, and say where the deal handles each. A contingent item is never counted as zero.

Catches: a change-of-control right the CIM said did not exist, on €18.6M of revenue.

INHERITTax structure reviewWhat must the tax adviser answer before signing?

We read the deal and the data room for tax, and send each item to your adviser with its question and the date the answer is needed. We give no tax advice.

Catches: €1.48M of net interest that the interest cap makes non-deductible in 2027.

INHERITRegulatory reviewWhich approvals does the deal need, and when can it close?

We assemble the facts for each filing, build the timetable from signing to closing, and read every permit for what a change of control does to it. Counsel decides.

Catches: a plant permit that names one executive as the responsible person.

PEOPLEManagement assessmentDoes management hit its own budgets?

We check each executive's positions and claims against primary records, never character, and score the team against its own approved budgets.

Catches: a team that missed its own EBITDA budget in each of the last three years.

The team is judged last, against what the numbers established. Four of the ten agents write working notes rather than a finished document, and the buy-side diligence report carries their results to the reader.

UNDERWRITING

What is it worth to you, and does it survive the downside?

In a buyout the model is the investment case, because the price and the debt are both set on it. We build it from one input file listing every assumption with its source and label. We run the seller's case beside the diligence case and solve for the most the fund can pay while meeting its thresholds.

What the model holds

  • Sources and uses to the equity check
  • The debt schedule, tranche by tranche
  • Free cash flow from the diligenced EBITDA
  • Each case at its own exit multiple and at the evidenced ceiling
  • Returns attributed in four lines that sum to the whole
  • Add-on mode, for a bolt-on modeled on its platform's inputs

What the stress test reads first

  • The covenant definitions, before any headroom
  • Debt capacity from cash flow, beside the lenders' offer
  • A downside built from the findings, one driver per finding
  • Liquidity, month by month
See the returns brief specimen

Whether the capital structure holds is separate from the return.

FINANCING STRESS · COMMITTEE BRIEFSPECIMEN

The downside is built from four findings

Recurring addbacks, lower retention, Customer C ending its contract on the change of control, and the price increase that did not hold. Each driver cites its finding and its label.

22.7%Thinnest headroom in the diligence case, at the first test, on interest cover
15.1%Thinnest in the downside, after the 2029 step-down, on net debt to EBITDA. No case breaches.
€34.7MLowest liquidity in the downside, in March 2029

WHAT HAS TO BE TRUE

EBITDA would have to fall 26.5 percent in every year before a covenant breaches, and 31.8 percent before the fund loses money. The downside's 2031 EBITDA sits 21.8 percent below the diligence case.

WHAT IT DOES NOT DO

Our limits.

  • We do not recommend for or against an investment. A grade is investor judgment on the evidence, and the price tolerance the IC paper proposes is the committee's to set.
  • We give no tax, legal or regulatory advice. Each question goes to your adviser or counsel with the date the answer is needed, and their answer is recorded with its scope.
  • Your team makes the customer and channel calls. We design the guide and the sample and count what the transcripts say. Whom you may contact is a question for counsel.
  • We never call a gap a misstatement, and we never conclude intent. A figure we cannot reproduce is stated as a gap, with the seller's best answer beside it.
  • We assess management on positions and records, never character, and we do not run background checks of the kind licensed screening firms run.
  • We test the seller's commercial case. Building one from scratch is strategy work, and Lensential Consult does it.

WHERE THOSE QUESTIONS GO

AreaThe questionRouted toNeeded by
TaxCan the holding company's loan-note coupon be set against operating profits for tax?Your tax adviserBefore signing. Until the answer is in writing, the model deducts none of the coupon.
LegalCustomer C's contract (clause 14.2) allows termination on a change of control. What consent is needed, and from whom?Your counselBefore signing the SPA
RegulatoryGerman merger control: is a filing required, and when can closing happen?Your counselClearance before the long-stop date of February 28, 2027

Three items from the specimen's tax, obligations and regulatory registers. We flag each question and route it; the advice is your adviser's. Tessaline Packaging Group is a fictional company.

THE STAGE ENGINE

Eight stages. Skip any, never change the order.

The engine proposes one of thirteen routes and confirms it with you before the heavy work starts. It keeps one engagement file for the deal across sessions, and checks with you between stages.

Data room provenanceEarnings qualityCash and working capitalRevenue qualityCustomer and channel callsCommercial positionObligations registerTax structure reviewRegulatory reviewManagement assessment

A stage that breaks the premise sends the deal back: an earnings bridge that fails reprices the deal before anything is modeled on it.

Land, Decide and Execute stay separate stages, ending in the outgoing report, the internal for-and-against paper and the equity paid at closing.

ALL 25 AGENTS

The agents behind the deliverables.

StageAgentWhat it does
ScreenMandate fit triageSorts a whole batch of teasers, CIMs and leads against the fund's mandate in one pass, hard limits first.
ScreenCIM screenGrades one CIM in eight categories once the evidence is written down, with a quick LBO run twice.
ScreenTarget profileProfiles a private target from filed accounts, registries and the web, and checks its story against its filings.
VerifyData room provenanceRecords who made each document, which periods are audited, and what the QoE covered and who paid for it.
VerifyEarnings qualityRebuilds the bridge from reported to adjusted EBITDA and tests every addback against the ledger.
VerifyCash and working capitalTests cash conversion, normalizes the monthly working capital, and sets the peg on the normal level.

The stage engine runs them in order and keeps the engagement file.

EXPLORE

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