Value is built before the close, not at it.
We lead and negotiate transactions on either side of the table. Selling, we run the process from readiness through close. Buying, we evaluate, diligence, negotiate, and integrate.
What does 323 Ocean do in a transaction?
323 Ocean is a principal-led negotiator and process lead on either side of the table, not a broker. Selling, we run the process from readiness through close, manage and negotiate with every interested party, negotiate the LOI and definitive terms, and protect your proceeds. Buying, we lead target evaluation, diligence, negotiation, and integration, backed by 11 acquisitions.
You do this once.
They do this for a living.
The asymmetry is the whole game, and by default it is not in your favor. The value is not negotiated at the close. It is built, or lost, in the years before you ever pick up the phone.
Every one of these is fixable, with enough runway.
The best time to prepare for a transaction is years before it arrives.Read the LOI the way the buyer’s counsel wrote it.
Most letters of intent look standard. Set the terms from yours and see which way the document leans.
Exclusivity. Source: Axial, The Winning LOI, 2026 (published deal examples, not a study)
Working capital. Source: SRS Acquiom, 2026 M&A Working Capital PPA Study
Know the gap before they do.
Two numbers decide the deal: what a buyer pays for the business as it runs today, and what it is worth fully built. The distance is the negotiation. Set the instrument to your business.
Three seats at the table.
Owners Selling
A buyer has approached you, or a sale is 12 months to three years out, and you have never sold a company before. You want to see the business the way a buyer will, know which terms are negotiable, and protect yourself through closing, with an advisor who has done this, not a broker paid to find a buyer you already have.
Acquiring or Recapitalizing
An acquisition is in view, or you are bringing in capital through a recapitalization. You want diligence that finds what the other side did not volunteer, terms that fit the plan, and an integration that creates value instead of destroying it. Operators who have bought and integrated companies read the deal differently.
PE Portfolio Companies
When a sponsor is adding on, recapitalizing, or exiting, management often lacks transaction experience. We bring deal-side expertise to complement their operational knowledge, prepare the company for scrutiny from either side, and keep the process from disrupting operations or eroding value.
What we do not do.
We are not a listing broker.
We run and negotiate the process for owners who have buyer interest or want to prepare for it. We do not maintain a buyer list or source buyers. Traditional intermediaries typically charge a percentage of transaction value. When the other side is already at the table, you do not need it, and our fee structure reflects the difference.
We do not provide legal or tax advice.
You need an M&A attorney and a CPA, and we coordinate with both throughout. Our work is in addition to theirs, not instead of it.
Both sides of the table.
An $800 start built into 20+ offices and 40,000 customer locations, then sold, more than once. The buy side, 11 acquisitions. The sell side, 5 exits. Both chairs at the same table, for 17 years.
323 Ocean is where both sides of that table go to work.
Asked before, answered straight.
I already have an attorney. Why do I need a transaction advisor?
Your M&A attorney handles legal documentation and legal risk, and they are essential. Most attorneys do not negotiate business terms, build valuation models, or manage diligence strategy from an operational perspective. We handle the business side while your attorney handles the legal side.
What is actually negotiable beyond price?
More than most owners realize. Post-closing working capital adjustments average about 0.76% of the purchase price, roughly $76,000 on a $10 million deal. How the peg is defined drives much of that. Escrow terms, rollover equity, earnout structures, and employment agreements carry value of their own. We find it. Source: SRS Acquiom, 2026 M&A Working Capital PPA Study.
What if I am just exploring and have no deal yet?
Pre-transaction advisory is exactly for that. We help you see the business through a buyer’s eyes, surface what diligence will find, and build the preparation roadmap. When a deal arrives, you are ready.
What size transactions do you work on?
Mid-market transactions, typically $2M to $25M in enterprise value. Our deepest experience is service businesses, where we built and exited our own, and the fundamentals transfer across manufacturing, distribution, and professional services.
How long does this take?
Strategy and offer analysis run one to two weeks. Negotiation support runs four to eight weeks through definitive agreement. Closing execution runs four to 12 weeks. We stay engaged until the wire clears.
What happens if the deal falls through?
The base fee covers advisory work performed, whatever the outcome. If another opportunity comes later, on either side, that becomes a separate conversation.
I am not sure I am ready for a transaction. Is it too early?
Preparation takes two to three years, and it is worth doing whether you transact or not. Everything that raises a multiple, clean financials, documented operations, a team that runs without you, also makes the company better to own. Start now. Decide later.
Deals are won before the deal.
What a deal is worth is built in the years before it arrives. Where that work lives.
Systems & Processes
Documented operations and clean controls are what diligence rewards. The readiness work gets built there.
OPEN THE DISCIPLINE →Branding & Go-To-Market
Commodities trade at commodity multiples. The differentiation that commands a premium lives there.
OPEN THE DISCIPLINE →Turnaround Execution
Some companies need fixing before any transaction. The rescue work happens there first.
OPEN THE DISCIPLINE →You do not need a broker. You need someone who has done this.
We take a limited number of engagements. Start with where you are in the process; the rest takes four minutes.
You have one opportunity to negotiate this transaction. For most owners, it is the largest financial decision of their career. The other side does this constantly. Every conversation with us is confidential.
Request Consideration
We read every request personally. If there is a fit, you will hear from us directly.
We read every request personally. If there is a fit, you will hear from us directly.