Transaction advisory

Buying or selling a business, structured to keep more.

The structure of a deal often matters as much as the price. We help sellers and buyers plan the transaction, test the numbers with a quality of earnings review, and see the after-tax result before anything is signed.

Schedule a consultation Call (385) 401-2224

At a glance

Sale structure and exit planning
Purchase structure for buyers
Quality of earnings (QofE) reviews
Financial and tax due diligence
Asset vs. stock sale analysis
Lender-ready financing packages

Before you sign

The deal is decided in the details.

Two offers with the same headline price can leave a seller with very different amounts after tax. Asset or stock sale, how the price is allocated, earn-outs, seller notes, rollover equity and the timing of payments all change what you take home, and what a buyer can deduct later.

We work on both sides of the table. For sellers, we start early so the business shows its best supportable numbers and the structure fits your tax picture. For buyers, we test what you are paying for and shape the purchase so it is financeable and tax efficient. Our partners have advised on business acquisitions and sales for years, including from the lender's side of the desk.

Structuring a sale

How you sell matters as much as the price.

Asset sale vs. stock sale analysis
Purchase price allocation and its tax effect
Installment sales, earn-outs and seller financing
Entity and timing planning before you go to market

Structuring a purchase

Pay for what is really there, in a form you can finance.

Deal structure and price allocation for buyers
Depreciation and step-up opportunities
Financing packages that lenders and SBA programs expect
Working capital targets and closing adjustments

Quality of earnings (QofE)

An independent look at whether reported earnings hold up.

Normalized EBITDA and review of add-backs
Revenue, margin and customer concentration trends
Working capital and cash conversion
Findings a buyer, seller or lender can rely on

Due diligence and closing support

Fewer surprises before and after the close.

Financial and tax due diligence
Review of the financial terms in the purchase agreement
Post-closing true-ups and setting up the books
Tax filings for the year of the transaction

Frequently asked questions

Questions we hear often.

When should I start planning the sale of my business?

Ideally two to three years before you plan to sell. That leaves time to clean up the books, document add-backs, choose the right entity and structure, and use tax strategies that need lead time. If a buyer has already approached you, talk with us before you sign a letter of intent, because the letter of intent usually sets the structure of the deal.

What is a quality of earnings (QofE) report?

A quality of earnings report is a detailed review of a company's earnings, usually EBITDA, to show which earnings are recurring and supportable. It adjusts for one-time items and owner expenses, looks at revenue and margin trends, and reviews working capital. Buyers and lenders use it to confirm what they are paying for. Sellers use a sell-side QofE to find and fix issues before a buyer does.

Is an asset sale or a stock sale better?

It depends on which side of the deal you are on and on your entity type. Buyers often prefer an asset purchase for the tax step-up and fewer inherited liabilities. Sellers often prefer a stock sale for capital gains treatment. The right answer comes from modeling both after tax, including how the price is allocated, and we run those numbers so you can negotiate from facts.

Can you help me buy a business, not just sell one?

Yes. We help buyers review the target's financials and tax history, structure the purchase, prepare the financing package for lenders, and set up the books after closing.

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