# The ecommerce line is the least tested number in a retail investment case. > Independent ecommerce commercial diligence for private equity investors in UK retail and consumer businesses. Four fixed-fee instruments from pre-LOI screening to exit readiness, from an operator who has sat on both sides of the read. Source: https://barkingcat.ai/investors/ ## For investors in retail and consumer businesses Independent ecommerce commercial diligence for private equity. Outside in, fixed fee, no execution, no contingent reward. ## Your investment case contains an ecommerce growth assumption. Who has tested it? Financial diligence confirms the online revenue happened. Commercial diligence sizes the market. Technology diligence inventories the platform. None of them tests whether a customer arriving at the business today can find, trust and buy at the rate the model assumes for the next five years. ## Before you sign the investment case, test the ecommerce growth assumption The financial workstream cannot say whether the revenue happened because the proposition is winning, or because paid media was bought at a cost the next owner inherits. The commercial workstream rarely walks the checkout. The digital annex, where one exists, lists integrations and a roadmap. The growth line itself is asserted by management, extrapolated by the model, and tested by nobody who has run one. ### The consequence If the assumption is wrong, the house does not have a digital problem. It has an entry valuation built on a number that will not arrive, a value-creation plan whose first lever does not move, a covenant case that assumed the growth, and an exit story a buyer's diligence will take apart in the second week. Each of those costs more than the read that would have caught it. ### The white space Commercial diligence validates the market and the commercial model. Technology diligence validates capability and architecture. Barking Cat tests whether the ecommerce proposition and the operating model behind it can deliver the revenue and margin the investment case assumes. It sits alongside the other workstreams and answers the question they were not built to ask. ## The answer: independent ecommerce commercial diligence, from an operator who has sat on both sides of it. Barking Cat reads a target or a holding as a customer first, before a management slide is opened, and brings that read into the data room. The output is the single binding constraint on the plan, the evidence behind it with every claim labelled, what confirmatory diligence must prove, and what the owner should do about it in the first hundred days. There is no score. ### The Pre-LOI Read Target named on Monday. Memo to the investment committee on Friday. Fixed fee, stated in writing before instruction. No access, no data room, no contact with management: the full [Barking Cat Review](https://barkingcat.ai/review/) run on the target from the outside, landed as a decided view rather than a findings list. The memo states the observed condition of the proposition, the traffic and channel dependency as far as public data shows it, the platform and operating signals visible from outside, and the binding constraint the model has not priced, with the alternatives rejected in writing. It closes with the three questions confirmatory diligence must answer. The house knows what to ask management before it has paid for the answer, and it has seen how the method reads a business before committing to the full diligence. ## Four instruments on the ownership cycle. One method. One fixed fee each. Each instrument answers a question the house is already asking at that point in the cycle. None requires the house to build capability, and none leaves Barking Cat inside the holding after the read is delivered. Scope adjusts to the target; the price does not adjust to the deal. ### Screening ### The Pre-LOI Read The full Review on the target, outside only. A memo to the committee with the binding constraint and the three questions diligence must answer. Five working days ### Confirmatory diligence ### Ecommerce Commercial Diligence The Review plus the supporting data across ecommerce, marketing, social, marketplaces, retail and the P&L, with two or three named competitors read alongside. Every assumption marked Confirmed, At Risk or Unsupported. The hundred-day plan as the output. Three to four weeks ### Ownership ### The Portfolio Review The Review on a holding with the inside read added, annually or at an inflection. A decided plan to the CEO and a board-level note to the house, from one evidence base. Two to four weeks ### Twelve to eighteen months before exit ### The Exit Readiness Read The buyer's ecommerce diligence rehearsed before a buyer runs it. A marked-up equity story and a sequenced plan for the window. Three weeks ## How a read is built The read begins as a customer, from discovery to delivery and return, before a management slide is opened. Management presents the business it intends to run; the customer experiences the one that exists. Observed is what was seen and can be reproduced. Inferred is what the evidence supports. Hypothesised is a conviction held with reasons, awaiting the inside. A report that presents all three as findings cannot be relied on. A business has one binding constraint on its plan at a time. A ten-dimension score averaged to sixty-seven is not a decision. A named constraint, with the alternatives rejected in writing, is. What is done first, what is deliberately not done, who owns each line, and what the house sees at day one hundred. A diagnosis that needs its author to implement it is a sales document, so this one is written to be handed over. ## What the house gets, and what it does not - **Fixed fee**: Every instrument is a fixed fee, stated in writing before instruction. Scope adjusts to the target and the access available; the price does not adjust to the deal, the timetable, or the answer. - **No execution**: Barking Cat does not implement, build, deliver, select vendors on commission, or place people. Where a plan needs delivery capability, the house or the holding contracts it directly. Barking Cat does not earn from the build. - **No contingent reward**: No success fee on completion, no fee linked to valuation or exit, no equity, no carry, no referral arrangement in either direction. A read priced against the deal completing is not independent. - **One side of a deal**: Barking Cat does not read a target for a buyer where a client-side engagement with that target is live or was live inside the prior twelve months, and does not advise a seller on a business it has read for a buyer. Conflicts are checked before instruction and stated in writing. - **Disclosure**: A register of Barking Cat's vendor advisory relationships and delivery partner arrangements is shared with every engagement. - **Reliance**: Diligence reports are addressed to the instructing house, which is the party entitled to rely on them. The engagement letter states this, the limit of liability, and the professional indemnity position. - **Confidentiality**: Target and holding information is held under the house's non-disclosure terms. Nothing about a target, a holding, or a house appears in Barking Cat's published work without per-instance written agreement. ## The operator behind the read Steve Webster has been the ecommerce director in a growth-capital-backed business when the investor's consultants arrived to mark his homework. He knows what a diligence read looks like from the chair it is written about, which is why the reads he writes are built to survive that chair. He has run ecommerce inside retail and consumer businesses for twenty-seven years across the UK, Europe, the United States and the Gulf, in founder-led, private equity-backed and listed environments. He has been Global Ecommerce Director at Barbour, Head of Ecommerce at Boohoo, and led ecommerce and digital for Bensons for Beds and Harveys inside Steinhoff UK. The £20m to £100m range is one he has traded through himself: ecommerce at Bensons for Beds built from negligible to £30m in three years, and at eXtra run from £60m to £240m in three years. Barking Cat is that operator's judgement, sold as diagnosis rather than as days. ## What happens next Thirty minutes, no pitch. If there is work worth doing, a fixed-fee proposal in writing within two working days. Then the engagement, or a plain no. [BOOK THE CONVERSATION](https://calendar.app.google/8udhezX71BHZaB5NA) ## Contact steve@barkingcat.ai Barking Cat Advisory Limited. Registered in England and Wales, company number 17338003.