Services
The industry process is the same everywhere: prepare, price, market in confidence, qualify, letter of intent, diligence, close. The difference is who is reading the numbers — and who is watching what each side keeps after tax.
We recast earnings so a buyer sees cash, not tax-minimized books. We assemble a file, take it to a screened set of buyers, and stay in the room through diligence, financing, and the closing statement. Real property, leases, and licenses are treated as part of the deal, not an afterthought.
We help operators and families find a going concern that matches how they actually want to work. Underwriting starts with tax returns and bank statements, not the teaser. If the seller will not open the books, we walk.
A private opinion of value for an exit, a partner dispute, estate planning, or a bank. If you are two or three years from a sale, we will tell you what to clean up now so you are not leaving money on the table later.
After-tax proceeds
The principals are CPAs who work mergers and acquisitions from the return, not from a listing flyer. The point is not a clever form. It is more after-tax cash in the seller’s pocket and a basis the buyer can actually live with.
A higher price that is all ordinary income is not a better deal than a cleaner price with capital-gain treatment and a basis the buyer can recover. We price and structure for what each side keeps.
Goodwill, equipment, noncompete, real estate, inventory. The IRS will have a view. So will the bank. We put the allocation on the table before anyone is in love with a letter of intent.
Installment notes, earnouts, seller financing, consulting agreements dressed up as purchase price — each one moves tax between years and between parties. We will not let a “creative” term become an April surprise.
Included: recast of earnings, a written range, tax-aware deal structure (asset versus equity, allocation, installment versus cash, real estate in or out), a confidential information memorandum when we go to market, buyer screening, NDA administration, offer management, and coordination through closing with your attorney, lender, and CPA.
Not included, and we will not pretend otherwise: a certified USPAP appraisal unless a credentialed appraiser is engaged for that purpose; tax opinion letters (those stay with the CPA of record); litigation support unless separately scoped; or a promise that every company can sell at the number the owner has in mind.
Fees are discussed in the first conversation and written into the listing or engagement agreement. We do not take a listing to generate a marketing fee. If we cannot see a path to a funded close, we will say so before you sign.
1. Conversation, in confidence. No listing until we both believe there is a deal.
2. Recast and range. What a buyer can pay, and why.
3. File. Financials, leases, equipment, people, and the story that is allowed to leave the room.
4. Qualified buyers only. NDA, proof of funds, industry fit.
5. Offer, diligence, close. We stay until the wire hits and the keys change hands.