Transaction Support
Getting a Group of Operators Ready for a Combined Sale
A group of independently-owned operators in the lower middle market preparing for a combined sale.
Situation
Multiple independently-run businesses had been profitable for years, but each had built its books for tax purposes, not for a buyer. Owners had never produced a sustained, comparable financial picture across the group. There were no normalized earnings, no documented add-backs, no defensible number any buyer could underwrite, and no shared way of describing what the combined business actually was. Coordinating across multiple operators with different recordkeeping habits and different priorities made every analytical question take weeks longer than it should have.
Approach
We worked across each operator to standardize the financial picture: aligning chart-of-accounts treatment, normalizing revenue recognition, identifying and documenting add-backs against source data, and rebuilding a combined view that a sophisticated buyer or QoE provider could actually underwrite. We translated the combined entity into deal-room language: what the EBITDA really was after adjustments, where revenue was concentrated, which add-backs were defensible and which weren't worth fighting for. We also helped the owners align on how to describe the combined business — the narrative had to be consistent across every meeting, not different in every room.
Outcome
The owners entered a competitive sell-side process with a defensible number, organized documentation, and a story that held up to scrutiny. The process moved through diligence and into a signed LOI. The transaction did not ultimately close — the owners decided to hold — but the work meant they did so from a position of clarity, not from a forced concession.
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