OUR SERVICES
Transaction Advisory
Financial due diligence, quality of earnings and deal support for buyers and sellers of private companies, so you understand exactly what you're buying or selling before you sign.
What Is Transaction Advisory?
And who needs it.
Transaction advisory is financial support for buying, selling, merging or investing in a business. We analyze the target's financial records to confirm that earnings, cash flow, working capital and debt are what they appear to be. We identify risks that affect price and terms, and help structure the deal so there are no surprises after closing.
The core of most engagements is a quality of earnings (QoE) analysis. It adjusts reported EBITDA for one-time items, owner expenses, accounting errors and non-recurring revenue to show the true, sustainable earnings a buyer is paying for. Alongside it, we analyze net working capital to set a fair closing target, review debt and debt-like items, and flag tax and accounting issues that should be addressed in the purchase agreement.
Transaction advisory serves buyers who need independent due diligence before closing, sellers who want a sell-side QoE to defend their price and speed up the sale, private equity groups and search funds evaluating acquisitions, and lenders who need confidence in the borrower's earnings. In every case, the goal is the same: a fair price, clear terms and a deal that holds up after closing.
Transaction advisory serves buyers who need independent due diligence before closing, sellers who want a sell-side QoE to defend their price and speed up the sale, private equity groups and search funds evaluating acquisitions, and lenders who need confidence in the borrower's earnings. In every case, the goal is the same: a fair price, clear terms and a deal that holds up after closing.
Transaction Advisory Services for Buyers and Sellers
Independent financial analysis that protects your price, your terms and your deal.
Independent review of the target's earnings, working capital and risks before you sign.
A seller's quality of earnings report that defends your price and speeds up the sale.
Adjusted EBITDA that shows the true, sustainable earnings behind the purchase price.
A fair, well-supported working capital target to prevent disputes at closing.
Analysis of price, terms and structure to help close a deal that holds up.
Closing balance sheet review, purchase price adjustments and integration of financial reporting.
Our Transaction Advisory Services
Independent financial analysis for every stage of a deal. These are the areas where we spend most of our time.
Before you sign a purchase agreement, you need to know that the financial picture presented by the seller is accurate.
We review the target's financial statements, general ledger, tax returns, bank records and key contracts. We test revenue and expense trends, customer concentration, accounting practices and the reliability of the financial records.
We identify risks that affect price or terms. Examples include unrecorded liabilities, aggressive revenue recognition, pending tax exposure and related-party transactions. You receive a clear written report highlighting the issues that matter, so you and your attorney can address them in negotiation and in the purchase agreement.
We review the target's financial statements, general ledger, tax returns, bank records and key contracts. We test revenue and expense trends, customer concentration, accounting practices and the reliability of the financial records.
We identify risks that affect price or terms. Examples include unrecorded liabilities, aggressive revenue recognition, pending tax exposure and related-party transactions. You receive a clear written report highlighting the issues that matter, so you and your attorney can address them in negotiation and in the purchase agreement.
Most private companies are priced as a multiple of EBITDA, so the earnings figure behind the price has to be right.
Our quality of earnings (QoE) analysis starts with reported EBITDA and adjusts it for:
Our quality of earnings (QoE) analysis starts with reported EBITDA and adjusts it for:
- one-time and non-recurring items
- owner compensation above or below market
- personal expenses run through the business
- accounting errors
- pro forma changes such as lost customers or new contracts
Working capital is one of the most frequently disputed items at closing.
We analyze historical net working capital, including receivables, inventory, payables and accrued liabilities, adjusted for seasonality and one-time items. From that, we recommend a fair, well-supported target, so the business is delivered with the operating capital it needs and purchase price adjustments are predictable.
We also review debt and debt-like items, such as deferred revenue, unpaid taxes, customer deposits and deferred maintenance, that should reduce the price buyers pay.
We analyze historical net working capital, including receivables, inventory, payables and accrued liabilities, adjusted for seasonality and one-time items. From that, we recommend a fair, well-supported target, so the business is delivered with the operating capital it needs and purchase price adjustments are predictable.
We also review debt and debt-like items, such as deferred revenue, unpaid taxes, customer deposits and deferred maintenance, that should reduce the price buyers pay.
For buyers, we provide independent due diligence and QoE analysis, so you understand exactly what you're acquiring before committing capital. We also support your discussions with lenders and investors.
For sellers, we prepare a sell-side QoE report before going to market. It identifies issues early, defends your asking price and shortens the buyer's due diligence process. Sellers who arrive prepared typically face fewer price reductions and close faster.
On both sides, we're available to answer questions from the other party, lenders and attorneys throughout the deal.
For sellers, we prepare a sell-side QoE report before going to market. It identifies issues early, defends your asking price and shortens the buyer's due diligence process. Sellers who arrive prepared typically face fewer price reductions and close faster.
On both sides, we're available to answer questions from the other party, lenders and attorneys throughout the deal.
The best outcomes come from preparation that starts well before a letter of intent.
For buyers, we model the target's projected cash flow, debt service capacity and returns under different price and financing scenarios, so you know what you can afford to pay. For sellers, we review your financials months in advance to clean up records, normalize earnings and address issues that would reduce value.
Combined with tax planning on deal structure, such as asset sale versus stock sale, this analysis helps you enter negotiations with confidence and leave with the best after-tax result.
For buyers, we model the target's projected cash flow, debt service capacity and returns under different price and financing scenarios, so you know what you can afford to pay. For sellers, we review your financials months in advance to clean up records, normalize earnings and address issues that would reduce value.
Combined with tax planning on deal structure, such as asset sale versus stock sale, this analysis helps you enter negotiations with confidence and leave with the best after-tax result.
Our Transaction Advisory Process
Most due diligence and quality of earnings engagements are completed within 3 to 6 weeks, aligned with your deal timeline.
Discovery call
We learn about the transaction, your role as buyer or seller, the target business, the deal timeline and any concerns from lenders, investors or the other party
Fixed-fee proposal and engagement letter
You receive a defined scope, deliverables, timeline and fixed fee before any work begins.
Data request and management discussions
We send one clear document request list covering financial statements, general ledger detail, tax returns, bank records and key contracts. We then meet with management to understand operations, customers and accounting practices.
Analysis and findings
We perform the quality of earnings, working capital and due diligence analysis, test key balances and trends, and identify issues that affect price, terms or deal risk.
Report and deal support
We deliver a clear written report, walk you through the findings and support you through negotiation, financing and closing, including questions from lenders, attorneys and the other party.
Why Choose GreyWood CPA for Transaction Advisory?
Independent deal support with fixed fees, senior-level attention and a timeline built around your closing date.
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Fixed, transparent fees with no surprises - Senior CPAs leading every engagement
- Every adjustment documented and supported
- Reports built for lenders, buyers and attorneys
- Fast turnaround aligned with your deal timeline
- Nationwide service, fully remote
Frequently Asked Questions
We charge a fixed fee based on the size and complexity of the target business, the scope of analysis and the deal timeline. You'll know the exact fee before any work begins.
Most engagements are completed within 3 to 6 weeks, depending on the quality of the target's records and how quickly information is provided. If you're working against an exclusivity period or closing date, we'll plan the work around it.
An audit provides an opinion on whether historical financial statements are fairly presented under accounting standards. A quality of earnings report focuses on deal-specific questions: what sustainable earnings look like, which adjustments affect price, and what working capital the business needs. Buyers often need a QoE even when audited financial statements exist.
In most cases, yes. A sell-side QoE identifies issues before buyers find them, supports your asking price and shortens the buyer's due diligence. Sellers who arrive prepared typically face fewer price reductions and close faster.
Many lenders and private equity investors require or strongly prefer a QoE before financing an acquisition, especially for larger deals. Even when it isn't required, a QoE strengthens your financing application and helps you negotiate better terms.
Yes. We support buyers and sellers nationwide and work fully remotely, with secure data rooms and virtual management meetings.
Know What You're Buying. Defend What You're Selling.
Tell us about your deal and timeline. We'll confirm the right scope of due diligence and send a fixed-fee proposal at no cost.