Mergers and Acquisitions
The price is set during diligence
Owners tend to think the number is agreed when the letter of intent is signed. In practice that number is provisional, and what happens over the following weeks decides what the business is actually worth. This practice is the work of preparing for that scrutiny, or applying it to someone else's company.
Capital is available and buyers are active, but they have become harder to satisfy.
Diligence now reaches into customer concentration, margin stability, working capital swings, management depth, reporting quality, and whether the add-backs can be supported. Buyers pay well for durability they can verify, and they walk away faster when they cannot.
Almost everything that determines the outcome is settled before the process begins. A business with documented operations, a second tier of management, and financials that survive examination is worth more than an identical business without them, because the buyer has less to discount for.
This practice covers both sides of a transaction: preparing a company for the scrutiny it is about to receive, and examining a company someone is thinking of buying. It does not cover finding a buyer or negotiating the terms.
Buyers, lenders, and their advisers each ask different parts of this list, usually at short notice.
If a buyer asked for three years of clean financials next week, what would we send?
How much of this business runs through one person, and what does that cost at the table?
What share of revenue sits with the largest customer, and what is actually contracted?
Which of our add-backs could we document if someone insisted?
What would diligence surface that nobody here has gone looking for?
If we are buying: what are we acquiring – the customers, the people, the contracts, or the name?
What does the owner want the day after closing, and does this structure deliver it?
How the work takes shape.
Transaction readiness
What a buyer would find, established while there is still time to change it. Reporting quality, customer concentration, owner dependency, documented process, and the gap between how the business runs and how it would look to someone reading about it for the first time.
Buy-side commercial review
For a company considering an acquisition: how the target actually makes money, which parts of its performance are structural and which are temporary, what is being bought beyond the balance sheet, and what would have to be true for the price to make sense.
Deal structure and commercial terms
Earnouts, seller notes, rollover equity, and partial liquidity now do a great deal of the work in getting transactions closed. We assess what a proposed structure means in commercial terms – what it assumes, what it exposes the owner to, and how it behaves if the business underperforms – alongside the client's attorney and accountant, who own the legal and tax questions.
Owner objectives
What the owner wants afterwards: full exit, continued involvement, liquidity without loss of control, a transfer to family or management. These produce different transactions, and the question is worth settling before terms are discussed rather than after.
Integration planning
What happens after closing, decided before it. Which systems, people, and processes combine and which stay separate, who decides what, and what the acquiring company stops doing to make room for what it just bought.
We are not brokers, and we do not act as one.
We do not find buyers, market a business for sale, represent either side in negotiation, or take any fee contingent on a transaction closing. Those activities create the conflict that sits at the center of most transaction advice: an intermediary is paid when a deal closes, which gives them a reason to want one.
An owner contemplating the largest financial decision of their life needs at least one adviser in the room whose compensation does not depend on the answer. That is the position we hold. We work alongside licensed professionals: business brokers, transaction attorneys, accountants, and valuation specialists.
Three years early is the right time.
Most of what raises a price takes eighteen months to two years to put in place, and none of it can be done once a buyer is already reading the financials. The owners with options are the ones who prepared before they needed to.
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