Not a valuation. Not a quality of earnings. A holistic look at one specific opportunity and one specific buyer, to answer a question no one else at the table is being paid to ask.
By the time a deal reaches diligence, a lot of professionals are working on it. A valuation firm tells you what the business is worth. A quality of earnings engagement tells you whether the reported earnings are real. An attorney tells you where the legal exposure sits. A lender tells you what it will finance.
All of that is necessary. None of it answers the question that determines whether you will be glad you bought it: is this the right deal for you, at this price, on these terms, with this owner, at this point in your life?
Every other advisor in the room earns more if you close. We do not.
The Deal Review is a flat-fee, independent engagement. On a Deal Review we are not brokering the transaction, we do not represent the seller, and we are not compensated on whether it closes. The finding can be yes, yes with conditions, or no. All three are useful.
Six lenses, weighted to the deal in front of you. A ten-person service business and a twelve-million-dollar manufacturer do not get the same review.
How the earnings are built, how the add-backs hold up, how working capital actually behaves, and what the debt service looks like against realistic performance rather than the pro forma.
How much of the business is the seller: relationships, technical knowledge, pricing authority, the reason customers stay. This is the single most common reason a good business becomes a bad acquisition.
Customer and supplier concentration, contract quality, recurring versus repeat revenue, competitive position, and what happens to this business in a soft year.
Key employees, retention risk at the announcement, compensation that is below market, and whether the team will follow a new owner. The org chart is rarely the real structure.
Whether the proposed structure allocates risk sensibly, where the terms leave you exposed, and what could be renegotiated to close the gap between the ask and what the business can support.
The human part. Your skills, your capital, your risk tolerance, your family situation, the role you want to play, and whether this business needs the owner you intend to be.
| Engagement | Core question | What it is not |
|---|---|---|
| Business valuation | What is this business worth? | Not an opinion on whether you should buy it |
| Quality of earnings | Are the reported earnings real and sustainable? | Not an assessment of fit, people, or structure |
| Legal due diligence | What are the legal and contractual exposures? | Not a commercial or operational judgment |
| Broker or intermediary | Can we get this transaction closed? | Not neutral; compensation depends on closing |
| The Deal Review | Is this the right deal for this buyer, on these terms, right now? | Not a substitute for valuation, QoE, or counsel |
If the review shows you need a formal valuation or a quality of earnings engagement, we will say so and help you scope it.
A working session on the target and on you. What you are buying, what you are bringing, and what a good outcome looks like three years out.
Financials, the offering memorandum or listing package, the letter of intent, leases, contracts, and whatever diligence material you already have.
The six lenses, applied and weighted to this deal, with follow-up questions routed through you to the seller or intermediary.
A written report with a clear position, the conditions that would change it, the risks ranked by what they could cost you, and the specific questions still to be answered.
A live session to work through the findings, and, if you proceed, the renegotiation points worth raising before you sign.
No. We do not issue a certified opinion of value, and the review should not be used where a formal valuation is required, such as litigation, gift and estate work, or an ESOP. If you need one, we will tell you.
No. A QoE is an accounting engagement that tests whether reported earnings are real and sustainable. The Deal Review looks at the financial picture as one of six lenses, and it will flag when the deal size and risk warrant a full QoE.
Yes. Most reviews are on deals the buyer sourced independently or through a broker representing the seller. We are frequently the only party in the transaction who is not paid to close it.
Then you get a documented no, with the reasoning. A review that talks a buyer out of the wrong acquisition is the highest return work we do.
Yes, and we prefer it. We coordinate rather than duplicate, and the findings are written to be shared with your advisors and, where relevant, your lender.
It depends on deal size and how complete the seller's materials are. We scope timing at intake and work to the deadlines in your letter of intent.
Our sister practice, The Exit Strategy Co., works with owners preparing to sell, from exit readiness through closing.
Send us the opportunity. We will tell you whether a Deal Review is the right engagement and what it would cost.