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Services / Transaction Advisory

Buy, sell, or raise — with numbers you can defend.

Valuation, due diligence, and deal support from letter of intent to close. Xel sits on your side of the table, whichever side that is.

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Hands fitting large puzzle pieces together on a table
The deal table

What's in the ledger.

Transaction advisory
TRX—410Business ValuationValuation analysis scoped to its purpose — a sale, a purchase, a buy-sell provision, or gifting. Drafting the agreements themselves stays with your attorney.
TRX—420Financial Due DiligenceWe stress-test the target's numbers so you know exactly what you're buying — before you buy it.
TRX—430Quality of EarningsQoE reports that separate real, repeatable earnings from accounting noise and one-time events.
TRX—440Deal Structuring & TaxAsset vs. stock, earnouts, rollover equity — structured so the after-tax number is the best number.

ENGAGEMENTS SCOPED INDIVIDUALLY · STRICT CONFIDENTIALITY · NDA FIRST

How an engagement works.

Four steps
STEP 01

Scope

A confidential conversation about the deal, the timeline, and what could kill it. NDA before numbers.

STEP 02

Diligence

Financials, working capital, customer concentration, add-backs — verified, not assumed.

STEP 03

Support

We model scenarios and sit beside you (and your attorney) through negotiation and structuring.

STEP 04

Close & transition

Purchase price allocations, opening balance sheets, and first-year tax planning for the new entity.

FAQs.

Quick answers
What is a Quality of Earnings report?A focused analysis of whether reported earnings are real, recurring, and sustainable — revenue recognition, add-backs, concentration, and working-capital needs. Lighter than an audit, aimed squarely at the deal decision.
Asset sale or stock sale — what’s the difference?Sellers usually prefer stock sales (capital gains, liabilities transfer); buyers usually prefer asset sales (stepped-up basis, cleaner liability picture). The gap is negotiated in price and structure — which is why the tax modeling happens before the LOI, not after.
When should we bring you in?Selling: 12–24 months out. Buying: before the LOI is signed. Either way, earlier is cheaper — the expensive problems are the ones found late.
Do you work sell-side or buy-side?Both — valuation and preparation for sellers, diligence and QoE for buyers. Never both sides of the same deal.
How long does diligence take?A typical quality-of-earnings engagement runs 3–6 weeks depending on the state of the target's books.
What size deals do you support?Mainly lower middle market — transactions from a few hundred thousand to tens of millions. The math matters at every size.
My business isn't for sale yet. Too early to talk?It's the best time. Exit-readiness work done 1–3 years out is what turns a decent multiple into a great one.

Selling? The work starts 18 months out.

Sell-side

The price a buyer pays is set long before the letter of intent. Normalized EBITDA — earnings with owner add-backs documented and defensible — is the number the multiple attaches to, and cleaning it up is worth more per hour than almost anything else an owner can do.

Quality of earnings is the buyer’s microscope: revenue recognition, customer concentration, working-capital swings. We run the same analysis first, on your side, so surprises surface while they are still fixable.

Structure decides what you keep. Asset sale or stock sale, purchase-price allocation, earn-out terms, and state sourcing can swing the after-tax proceeds by double-digit percentages — modeled with the tax planning team before negotiations lock anything in. Owners planning the personal side of an exit work with Xel’s wealth practice in the same conversation.

By the time the data room opens, the books tie to the returns, the add-backs have receipts, and the story holds under diligence. That is what earns the multiple.

Deal-readiness checklist
  • Three years of clean, tied-out financials
  • Documented owner add-backs
  • Customer & supplier concentration mapped
  • Entity and election review done
  • Working-capital target modeled
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Buying? What we check before you wire.

Buy-side
Quality of earningsIs the EBITDA real, recurring, and correctly cut off — or inflated by one-time wins and aggressive recognition?
Working-capital pegThe most-fought-over number in small-company deals: we set it from monthly history, not the seller’s best quarter.
Tax exposures & nexusUnfiled state returns, sales-tax gaps, misclassified contractors — liabilities that become yours in a stock deal.
Structure & step-upAsset vs. stock vs. 338(h)(10)-style elections: what the purchase price becomes on your side after tax.
Integration planPayroll, systems, and accounting cutover mapped before close — day one runs on a checklist, not adrenaline.

Available at every office.

And everywhere else

Work with a local advisor in person, or run the whole engagement remotely — same team, same portals, same standard.

Transaction advisory in Eugene, OR Transaction advisory in Salem, OR Transaction advisory in Ontario, CA Transaction advisory in Orlando, FL Transaction advisory in Savannah, GA Transaction advisory — virtual, all 50 states

Thinking about a deal? Talk to us before you sign anything.

Book a confidential consultation