A buyer’s diligence team will examine the books, the entity structure, and the earnings story closely. Most of the work that makes those hold up happens well before the business goes to market. We help owners do that work, and support them through diligence and close.
Three things buyers and their advisors look at closely, and that are hard to fix once a deal is in motion.
Buyers price in uncertainty. Financials that are hard to read or full of owner-discretionary items give a buyer reasons to negotiate down. Cleaning them up ahead of time removes those reasons.
A late-stage diligence with poorly organized financials extends close timelines and increases the chance of a re-traded price or a deal falling through entirely.
Asset or stock sale, entity form, basis, installment treatment. These are far easier to address before a letter of intent than after.
Sell-side advisory is for owners who are planning a sale and want the business ready before a buyer looks at it. Some start a few years out; some start closer in. The scope adapts to the timing.
"I want to sell. I just don't want to sell yet."
You've decided you'll sell, and you're not in a rush. You're being deliberate. This is the right window to clean the books, normalize earnings, fix the structure, and build the kind of reporting that holds up under buyer scrutiny.
"This is most of my net worth. I can't get this wrong."
Your business is the single largest asset on your personal balance sheet. The decisions you make in the next year about how the business is structured will determine what you walk away with — and what your spouse walks away with if something happens to you.
"My kids may take it. They may not. I need options."
You're not sure whether the next chapter is family transfer, key-employee buyout, third-party sale, or some combination. Good preparation makes all paths viable. Bad preparation forces you into the worst version of whichever path you end up on.
Sell-side work is a series of related phases rather than a single project. Not every owner needs every phase; the engagement letter sets out which apply and when.
We look at the business through a buyer's eyes — financials, entity structure, customer concentration, owner dependence, contract assignability, working capital story. You leave with a written report of the gaps a buyer is likely to raise in diligence, ranked by what to address first.
The big lift. Personal expenses out of the business. Earnings normalized with documented add-backs. Owner compensation rationalized. Entity structure reviewed with your attorney if the current form is poorly suited to a sale. This is the longest phase and the one that benefits most from starting early.
Monthly financials a buyer's diligence team can read without flinching. KPI tracking that tells the right story about the business. A run of consistent monthly reporting before going to market is what buyers and their advisors want to see.
In the months before going to market: a planning-level view of what drives value in the business, the buyer types most likely to be a fit, and coordination with the broker or banker who will take the business to market. Where a formal valuation is required, we coordinate with a credentialed valuation specialist.
When the LOI lands, we don't disappear. Quality of earnings response. Working capital negotiation. Earnout structuring. Tax-affected purchase price modeling. Coordination with your transaction attorney. Someone who knows the business is at the table through close.
Examples of the written work a sell-side engagement can produce: the documents that go into a data room or to a banker, and that you keep whether or not you sell. What any engagement includes is set out in writing before work begins.
A written diagnostic of the gaps a buyer is likely to raise, ranked and tied to a plan for addressing them.
Documented add-backs, owner-comp adjustments, related-party normalizations. A documented, defensible version of adjusted earnings for a buyer's review.
Whether to convert, split, or restructure — and the tax math behind each path. Drafted in coordination with your attorney.
A reporting package built to the standard a buyer expects to see — twelve to eighteen consecutive months of it before going to market.
A planning-level view of what drives value in the business and a written profile of the buyer types most likely to be a fit. Formal valuations are coordinated with a valuation specialist.
Quality-of-earnings response, working capital analysis, deal structure modeling, and after-tax purchase price analysis, coordinated with your attorney and broker.
Sell-side work is scoped to your timing and your business. Some owners want a readiness review on its own; some want the preparation work in the year or two before a sale; some want support through diligence and close, or only through a specific stage when another advisor or banker is already engaged. Scope, deliverables, timing, and fees are set out in writing before any work begins.
"Do you also list the business and find the buyer?"
No. We are advisors, not brokers. We prepare the business and advise you through the process, and we coordinate with the right business broker or M&A banker for your situation when it’s time to go to market. The advisory work and the brokerage work are separate, and we keep that line clear.
"My books look fine to me. What's actually wrong with them?"
Books that are fine for running the business are often not fine for a buyer. Personal expenses run through the business, owner compensation that varies year to year, related-party transactions without documentation, inventory and receivables aged in ways that won’t hold up in working capital negotiations. Most readiness diagnostics surface several items like these — not because owners are doing anything wrong, but because the standard for “fine for me” is different from the standard for “fine for a buyer.”
"What if I want to sell soon, not in a few years?"
We'll tell you what is realistic in the time available. Some preparation is useful even on a short runway, particularly entity structure questions and transaction support. Other work, such as building a long run of consistent reporting, needs more time. If the runway is too short to do a piece of work properly, we'll say so and help you go to market with what you have.
"How does this work alongside my existing CPA?"
Many of our sell-side clients keep their existing CPA for tax filing during the engagement and through close. We coordinate directly — your CPA stays on the return work; we focus on the transaction-readiness work. After close, owners often consolidate everything with us because the post-sale picture (installment sales, capital gains, retirement vehicle planning, multi-year tax projection) is exactly the kind of work we do. But the choice is yours, and there's no pressure to switch.
"What if I start the engagement and decide not to sell?"
Most of the work has standalone value. Clean books, documented earnings, a sensible entity structure, and monthly reporting make the business easier to run whether or not you sell. Some owners go through the preparation phase, decide to keep the business, and carry the work into an ongoing fractional CFO engagement.
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