diligence, structure, integration
Financial diligence, deal structure modeling, and integration planning for owners buying or selling a business. Advisory support that works alongside your banker, broker, and attorney.
The Basics
M&A advisory is the financial support an owner needs when buying or selling a company: understanding what's really being bought, what the deal will cost the business, how to prepare for a buyer's scrutiny, and how to combine two businesses once the deal closes. It sits alongside the banker, broker, and attorney rather than replacing them.
Most small and mid-sized deals are negotiated on the seller's numbers, and those numbers were rarely prepared with a buyer in mind. Owner expenses run through the P&L, revenue is recognized inconsistently, and working capital swings with the season. A buyer who takes reported EBITDA at face value can overpay, and a seller who has never looked at their own books through a buyer's eyes can watch value disappear in diligence. We work on the financial side of the deal from either end: diligence for buyers, readiness for sellers, modeling what the combined business and the deal structure actually look like, and planning the integration after close. We don't find buyers, run the sale process, or negotiate on your behalf. We make sure the people who do are working from numbers you've actually examined.
Deals move quickly once an LOI is signed, which is why the financial work usually needs to start earlier.
Where We Help
Financial due diligence on the target: normalized EBITDA, working capital needs, customer concentration, and the liabilities nobody mentioned in the first meeting. Then we model the combined business and what the proposed structure will cost it, so you know whether the deal works for the company that has to carry it, not just whether the headline price sounds fair.
Buyers will look at your books harder than anyone ever has. We look first: cleaning up how revenue and expenses are recorded, identifying the add-backs you can support and the ones you can't, and organizing the financials a buyer will request. The earlier this starts, the fewer surprises surface once a buyer's team is in the numbers.
Most of a deal's value is won or lost after the signatures. We plan the integration of the finance side: combining charts of accounts, reporting, systems, and cash management so leadership can see the combined business clearly from the first month rather than reconciling two sets of books for a year.
Two deals at the same price can put very different pressure on a business. A seller note, an earnout, an acquisition loan, and a working capital target each change how much cash the combined company has to generate, and when. We model the combined finances after close and what the proposed structure will cost the business over time, so you can see whether it holds up in a slow quarter as well as a good one. We're not valuing the business. That belongs to a credentialed valuation professional. What we show you is whether the deal you're considering is one the business can actually live with.
How It Works
Deal timelines are tight, which is exactly why the scope, the cost, and the deliverable are agreed before anything starts.
We talk through the deal, where it stands, and who else is involved, whether that's a banker, broker, attorney, or lender. We agree on what the financial work needs to cover and when it needs to be done, based on the deal's own timeline.
No costWe work through the financials, whether they're yours or the target's: how revenue and costs are recorded, which adjustments hold up, and where working capital and liabilities sit. This is usually where the reported numbers and the real ones start to separate.
Where the real picture surfacesNormalized earnings, working capital needs, the combined business after close, and what the proposed structure will cost it. For sellers, it's a clear view of how the business will look to a buyer and what to fix before they see it.
What the deal meansWritten findings with the reasoning attached, the supporting model, and where it applies, a post-close integration plan. If you want us alongside your team through closing or integration, that's scoped separately.
Deliverable in handFrequently Asked Questions
An M&A advisor supports a business owner through the financial side of buying or selling a company. On the buy side, that means diligence on the target and modeling what the combined business and the deal structure look like. On the sell side, it means preparing the company's financials for a buyer's scrutiny. After close, it means planning how the two businesses combine. Our role is advisory: we work alongside your banker, broker, and attorney rather than replacing any of them.
No. We don't find buyers or sellers, run a sale process, or negotiate on your behalf. That work belongs to your investment banker, business broker, or attorney. We handle the financial analysis and preparation that sits underneath the deal, so the people running it are working from numbers you've actually examined.
No. A quality of earnings report is typically issued by a CPA firm, and many lenders and buyers require one. Our diligence is financial analysis to support your decision, not an audit or attest engagement. Where a formal quality of earnings report is required, we work alongside the CPA firm preparing it and help you understand what it finds.
No. Formal business valuations should come from a credentialed valuation professional, and we're not one. What we do is model the financial reality of the deal: the combined finances after close, and what the proposed structure, including debt, seller notes, and earnouts, will cost the business over time. That tells you whether a price you're considering actually works for the business that has to carry it.
Normalized EBITDA is a company's earnings before interest, taxes, depreciation, and amortization, adjusted to remove items that won't continue under new ownership. Common adjustments include owner compensation above or below market, personal expenses run through the business, and one-time costs or gains. Buyers use it because reported EBITDA in a privately held company rarely reflects what the business will earn for someone else.
M&A engagements combine a fixed fee for the defined scope of work, starting at $6,000, with a success fee payable if the transaction closes. Both are set out in writing before any work begins, and if the scope changes as the deal develops, we raise it with you before it affects the fee.
