Transaction Advisory · Limited engagements

Value is built before the close, not at it.

Both sides of the table. We make sure the years of work show up in the price, and that the number you agree to is the number you keep.

Request Consideration Measure the gap
1400 M · MIDNIGHT
141 ATM · hold
1400 M

You sell 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.

The LOI
It looks reasonable.
Until you remember who drafted it, and for whom. The first number on the table is theirs, not yours.
Diligence
Undocumented value gets discounted.
What does not survive the data room gets marked down, or it kills the deal outright.
Leverage
You meet the process too late.
Emotionally committed and out of options is the worst position to negotiate from, and the most common.
The multiple
Positioning sets the price.
Two companies with the same EBITDA can trade a full turn apart. The difference is the story a buyer believes.

Every one of these is fixable, with enough runway.

The best time to prepare a sale is years before you intend to.
1650 M
The method · four phases Preparation is leverage. Select a phase to open it.

Most owners meet the buyer’s process emotionally committed and out of leverage.

We start years earlier, with an honest read of what the business is worth today, what it could be worth fully built, and exactly what stands between the two.

What it includes
Quality-of-earnings view

The EBITDA a buyer will actually credit, not the one on your P&L.

Owner-dependency and risk map

Where the business still runs on you, and what that costs at exit.

The gap, quantified

As-is versus fully built, with the drivers ranked.

You cannot negotiate from a number you have not measured.

A buyer pays a premium for a story they believe and can defend to their own committee.

We make the moat, the margins, and the durability legible before anyone opens the data room, so the multiple reflects the business you actually built.

What it includes
Positioning and differentiation

Why you, why now, in terms a buyer underwrites.

The growth narrative, evidenced

The next owner’s upside, made concrete and credible.

Add-backs and normalization

Every defensible dollar of earnings, surfaced and supported.

Commodities trade at commodity multiples. Positioning is part of the price.

Leverage comes from options and preparation, not hope.

We manage the process so the timeline, the tension, and the terms work for you, not just the buyer. The party that is prepared sets the pace.

What it includes
A prepared data room

Answers ready before the questions, so momentum never stalls.

Competitive tension where it helps

Options create leverage; leverage creates terms.

Terms beyond price

Earnouts, escrows, working capital, transitions, where deals are quietly won or lost.

Price is one line in a long agreement. The rest is the deal.

Value leaks in the last mile.

Diligence surprises, retrades, and a messy handover can quietly take back what you negotiated. We stay in through the close so the number you agreed to is the number you keep.

What it includes
Diligence readiness

No surprises, because there is nothing left to surprise them with.

Retrade defense

A last-minute price cut only works when you are unprepared.

A transition that holds

Protecting the team and the earnout after the wire clears.

The deal is done when the value is yours, not when it is signed.

THE LOI READER

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 requested
Escrow holdback
Working capital
Earnout share of price
Time given to respond
Document tilt
0 Balanced
BALANCEDWRITTEN FOR THE BUYER
Working capital methodology alone can swing $50,000 to $100,000 in a typical mid-market deal.
First move: The document is fair. Now confirm the number is.
Illustrative, not legal advice · every LOI is negotiated in context
2100 M

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.

Does it run without you?
Trajectory
Industry
Value sitting in the gap
37% of your enterprise value left on the table at today’s readiness
As it runs today
$2.8M
Fully built
$5.8M
The gap
$2.1M
Multiple
2.9x to 6.0x
Heaviest drag: Owner dependency
Illustrative, not a valuation · directional multiples for the lower middle market
WHO THIS IS FOR

Three seats at the table.

Owners with Offers

A strategic buyer or PE firm has approached you. The offer seems attractive, but you have never sold a company before. You do not know which terms are negotiable, what diligence will surface, or how to protect yourself through closing. You need an advisor who has done this, not a broker charging $250,000 to find a buyer you already have.

Owners Preparing to Sell

A transaction is in your future, whether 12 months away or three years. You want to see the business the way a buyer will, address issues before they become price adjustments, and position the company to command its full value when the time comes. And when the time comes, you want the right buyer for the company and the people in it, not just the highest number.

PE Portfolio Companies

When it is time to exit a portfolio company, management often lacks transaction experience. We bring the deal-side expertise to complement their operational knowledge, prepare the company for buyer scrutiny, and keep the process from disrupting operations or eroding value.

2750 M

What we do not do.

We are not brokers or investment bankers.

We do not source buyers, run auctions, or take companies to market. Intermediaries charge 8 to 10% of transaction value for that service. When you already have a buyer, 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.

2950 M

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.

5
Sell-Side Exits
11
Acquisitions Led
40K
Customer Locations
$800
Where It Started

323 Ocean is where both sides of that table go to work.

QUESTIONS

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 sellers realize. Working capital methodology alone can swing $50,000 to $100,000 in a typical mid-market deal. Escrow terms, rollover equity, earnout structures, and employment agreements often hold another $100,000 or more. We find it.

What if I am just exploring and have no offer 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 an offer 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 hits your account.

What happens if the deal falls through?

The base fee covers advisory work performed, whatever the outcome. If you later pursue a sale to other buyers, that becomes a separate conversation.

I am not sure I am ready to sell. Is it too early?

Preparation takes two to three years, and it is worth doing whether you sell 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.

WHERE IT TRAVELS

Deals are won before the deal.

What a buyer pays for is built in the years before they arrive. 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 they can sell. The rescue work happens there first.

OPEN THE DISCIPLINE →
THE GATE

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. Buyers do this constantly. Every conversation with us is confidential.

PREFER DIRECT
godeep@323ocean.com

Request Consideration

We read every request personally. If there is a fit, you will hear from us directly.