Transaction Advisory Services

A Merger & Acquisition Advisory Firm You Can Rely On

The merger and acquisition and search fund processes are risky and complex. You need experienced advisors in your corner to help you navigate the journey and make the right calls when stakes are high. Searching for, acquiring, and managing a company demands a great deal of physical and emotional energy, time, resources, and the ability to handle uncertainty, change, and stress. If you can deal with these challenges, the result can be professionally and financially rewarding. 

We are here to act as your partner throughout the transaction and beyond. Our Transaction Advisory Services team offers expert advice on every aspect of the transaction, from initial planning to post-deal services. With a focus on minimizing risk and maximizing value, we ensure a smooth transition and foundation for your long-term success.

At Mowery & Schoenfeld, we’re with you every step of the way, helping you:

  • Set yourself up for success with the right administrative, compliance, and accounting tools and systems
  • Balance the rewards with the risks
  • Gain confidence in the transaction with thorough due diligence
  • Collaborate with your other advisors
  • Structure the best deal for your needs
  • Improve your negotiating position
  • Close the deal as smoothly as possible
  • Expedite a seamless transition
  • Get support with ongoing advisory, business tax, and accounting needs after closing
  • Plan for a future exit that fits your goals

CONTACT US

Michael Kidd >
Partner, Transaction Advisory Services Leader
Mark Hallgren >
Transaction Advisory Services Director

Insights

Quality of Earnings (QoE) Report: Pre-Sale Due Diligence >
Adjusted EBITDA Explained: How It Affects Valuation >
Accrual vs. Cash Accounting: What Buyers Need to Know >
Search Fund Playbook: A Practical Guide to Navigating Acquisitions >

The Phases of a Transaction We Support

From the early days of looking for a target company through the transition phase after closing, we walk buyers and sellers through every stage of the transaction lifecycle. We work with both buyers and sellers, as experienced advisors, but we understand each side’s focus is different: Buyers want to reduce risk and make sure they’re getting the most value out of the deal, while sellers are preparing their business to hold up under scrutiny and want to get the best possible outcome.

Buy-Side Deal Flow Support

  1. Pre-letter of intent (LOI): We help searchers look at potential targets early, pointing out any major risks before you commit time and resources. Early involvement allows us to flag potential deal-killers.
  2. Due diligence and Quality of Earnings (QofE): Once a letter of intent is signed, diligence begins, typically over a 12-16 week period. We validate the company’s financial and tax information, and our QofE outlines whether its earnings are sustainable.

What is a Quality of Earnings report? It’s a core deliverable that gives you a clear picture of the business’s true financial health. It includes:

  • Revenue quality and validation
  • EBITDA normalizations to remove non-recurring items
  • Customer concentration and risk analysis
  • Working capital trends and seasonality
  • Balance sheet and liability review

Our QofE report can be delivered as a formal report or a detailed workbook, depending on your needs and budget. Learn more about QoE reports

  1. Transaction structuring and tax planning: We guide transaction structuring to balance your tax efficiency and deal goals. This may include:
  • F-reorganizations
  • Section 338(h)(10) elections
  • Rollover equity structures
  • Earn-out tax treatment

Tax diligence runs in parallel with financial due diligence, helping find risks that could impact pricing, structure, or negotiations.

  1. Working capital peg and true-up: We help set a working capital peg: the target level of working capital required at closing to support ongoing operations. As part of this process we:
  • Analyze historical working capital trends and seasonality
  • Identify normalization adjustments
  • Support negotiations with the seller

After closing, we assist with the true-up process. We calculate actual net working capital at close and compare results to the agreed target and find and resolve any post-closing adjustments that affect the purchase price.

  1. Post-close support and services: After closing, our support continues with:

Sell-Side Deal Flow Support

  1. Sell-side due diligence, including Quality of Earnings (QofE) report: We help you validate your company’s financial picture and show that your earnings are sustainable. We find any issues that could come up during the buyer’s due diligence.

On the sell side, a QofE report helps shows clean, credible financials to buyers with:

  • Normalized EBITDA
  • Revenue trends and sustainability
  • Key risks and adjustments
  1. Working capital peg and true-up: We help put together a defensible working capital target and help you prepare for negotiation points that often come up during closing.
  2. Tax structuring: We advise on strategies such as F-reorgs, 338(h)(10) elections, and rollover equity to optimize after-tax proceeds.
  3. Post-close support: We help ensure a smooth financial transition, including addressing final adjustments, tax filings, and any ongoing advisory needs. Our individual, family office, and wealth management teams can help provide additional services you may need.

READ MORE IN OUR SEARCH FUND PLAYBOOK

Industries We Serve in Transaction Advisory

Our transaction advisory team works with all types of clients — from private equity firms and portfolio companies to corporations, lenders, family offices, and business owners exploring a sale. Our expertise extends across a wide variety of industries, including:

For more complex deals, our international tax team provides specialized support on cross-border transactions.

Questions Buyers and Sellers Ask About TAS

  1. How long does due diligence typically take?

Due diligence typically takes 12-16 weeks.

  1. What’s the difference between buy-side and sell-side due diligence?

Buyers and sellers have different priorities in a deal. Due diligence for buyers involves finding any red flags or risks and validating revenue and tax information. For sellers, due diligence is about preparing the business to hold up to scrutiny and to maximize its value. It helps get ahead of any issues.

  1. How does the working capital peg work, and why is it a common dispute point?

The working capital peg is the amount of cash, inventory, and receivables a business should have at close so it can keep running normally. It can cause disputes because buyers and sellers may calculate it differently and it can rely on assumptions and judgment.

  1. What’s involved in a search fund engagement with Mowery & Schoenfeld?

When you work with us for your M&A or search fund deal, we advise you on any stage of the transaction and beyond. From the beginning stages to post-close accounting and advisory support, we help you navigate the process confidently. We collaborate with your other advisors, including your legal team, to make the deal flow more smoothly. For more information, download our Search Fund Playbook, which breaks down the entire journey.

  1. What are the biggest risks or deal killers in a search fund acquisition?

Certain red flags can potentially stop a deal. These include performance discrepancies, when the company’s actual performance is found to be different from what the seller had reported. Another red flag is undisclosed issues like major liabilities or unethical behavior by the company or its leadership. Management concerns are another common friction point, especially when they include lack of competence or transparency.

Get Started with Transaction Advisory Services from Mowery & Schoenfeld

Talk to an M&A and transaction advisory consultant today.