Transaction Advisory
Expert guidance through M&A transactions for owners who have received offers or are preparing for exit. LOI analysis, negotiation strategy, due diligence management, and transaction execution. We have completed 15 deals as buyer and seller. We know what the other side is looking for.
You Do Not Need a Broker.
You Need Someone Who Has Done This.
When a buyer approaches your company, everything changes. The LOI they send is written to protect their interests, not yours. The terms that seem standard often contain provisions that cost you hundreds of thousands of dollars. The timeline they impose is designed to limit your options.
Most business owners have never sold a company before. Buyers have done this dozens of times. That asymmetry costs sellers real money in every transaction.
323 Ocean provides transaction advisory services for business owners navigating M&A transactions. We are not brokers or investment bankers who charge 8% to 10% to find buyers. When you already have a buyer, you do not need that service. You need someone who will analyze the offer, identify the negotiation opportunities, protect your interests in due diligence, and manage the process to a successful close.
Our founder has completed 15 transactions as both buyer and seller, including 5 successful exits from his own companies. He knows exactly what buyers look for in due diligence because he has run that process. He knows which terms are truly standard and which are negotiable because he has negotiated them from both sides. That experience translates directly into value captured for our clients.
Core Capabilities
Every LOI contains negotiation opportunities that inexperienced sellers miss. We identify them and develop strategy to capture that value.
LOI Analysis:
We translate legal language into plain English and identify every term that affects your net proceeds. Working capital methodology, escrow terms, earnout structures, representations and warranties, these details matter.
Valuation Assessment:
We build independent valuation models to establish your baseline and identify key value drivers. You need to know whether the offer is fair before you can negotiate effectively.
Negotiation Strategy:
We develop specific counter-proposal language for each negotiable term. We prepare you for every call with talking points and positioning. When appropriate, we join negotiations as your advisor.
Term Improvement:
Working capital methodology alone can swing $50,000 to $100,000 in a typical mid-market deal. Escrow terms, rollover equity provisions, and employment agreements often contain another $100,000 or more in negotiable value. We find it.
The path from signed LOI to closed transaction is filled with obstacles. Deals fall apart in the final weeks more often than most sellers realize. We manage the process to ensure successful completion.
Purchase Agreement Review:
We review the definitive agreement alongside your attorney, identifying concerning terms and recommending revisions. We have seen these agreements from both sides and know which provisions create real risk.
Closing Management:
We manage the closing checklist, timeline, and pre-closing conditions. We coordinate between your attorney, CPA, and the buyer’s team to keep the transaction on track.
Working Capital True-Up:
Final working capital calculations are a common source of post-LOI disputes. We ensure the methodology is properly defined and manage the true-up process to protect your proceeds.
Employment Agreement Negotiation:
If you are staying post-close, your employment terms are as important as the purchase price. We analyze and negotiate salary, bonus, severance, and non-compete provisions.
Every turnaround is ultimately a leadership challenge. The same team that led the company into crisis rarely possesses the capability or credibility to lead the recovery. We address this directly.
Management Assessment: We evaluate the existing leadership team’s capacity to execute the turnaround. This assessment is candid and fast. Some leaders rise to the challenge. Others require replacement or reassignment.
Interim Executive Leadership: When leadership gaps exist, our founder serves as interim CEO or COO with full operational authority. This is not advisory. This is direct accountability for results.
Team Stabilization: Crisis erodes morale and retention. We implement communication strategies and retention measures that preserve critical talent through the turnaround period.
Culture Reset: Distressed companies often suffer from cultures of blame, avoidance, and fear. We establish accountability without blame, rebuild trust, and create the psychological safety required for honest problem-solving.
Engagement Structure
Traditional sell-side intermediaries charge substantial fees, often 8% to 10% of transaction value. Their fee covers buyer sourcing, marketing materials, and running a competitive auction process.
When you already have a buyer, you do not need those services. You need someone to analyze the offer, negotiate the terms, manage due diligence, and drive to closing. Our fee structure reflects that focused scope, delivering meaningful savings compared to traditional intermediaries while providing the expertise that protects your outcome.
We discuss specific fee structures during initial consultation based on transaction complexity and scope of services required.
PHASE 1: STRATEGY DEVELOPMENT
We analyze the offer, build independent valuation models, and develop your negotiation strategy. This phase delivers a complete assessment of the deal including term-by-term analysis, negotiation priorities, and counter-proposal recommendations. Typical duration: 1 to 2 weeks.
PHASE 2: NEGOTIATION SUPPORT
We draft and review all written communications with the buyer. We prepare you for negotiation calls with talking points and positioning. We join calls as your advisor when appropriate. We document every improvement secured. This phase continues until definitive agreement execution. Typical duration: 4 to 8 weeks.
PHASE 3: CLOSING EXECUTION
We organize your data room, coordinate due diligence responses, review the purchase agreement, and manage the closing process. We work with your attorney on contract issues and your CPA on tax elections. We stay engaged until the wire hits your account. Typical duration: 4 to 12 weeks.
Who We Work With
Owners with Offers
You Have Received an Unsolicited Offer
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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 the due diligence process will reveal, or how to protect yourself through closing. You need an advisor who has done this, not a broker who will charge you $250,000 to find a buyer you already have.
Owners Preparing to Sell
You Are Preparing Your Company for Sale
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You know a transaction is in your future, whether 12 months away or 3 years. You want to understand what buyers will scrutinize, address issues before they become price adjustments, and position your company to maximize value. Our pre-transaction advisory helps you see your business through a buyer's eyes and prepare accordingly.
PE Portfolio Companies
PE Sponsors Preparing Portfolio Companies for Exit
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When it is time to exit a portfolio company, the management team often lacks transaction experience. We provide the deal-side expertise to complement management's operational knowledge. We prepare the company for buyer scrutiny, support management through negotiations, and ensure the exit process does not disrupt operations or erode value.
What We Do Not Do
We are not brokers or investment bankers.
We do not source buyers, run auction processes, or create marketing materials to take your company to market. If you need those services, we can introduce you to qualified professionals.
We do not provide legal or tax advice.
You need an M&A attorney and a CPA, and we will coordinate with them throughout the process. Our fee is in addition to, not instead of, those professional services.
Frequently Asked Questions
Your M&A attorney handles legal documentation, contract drafting, and legal risk assessment. They are essential. However, most attorneys do not negotiate business terms, build valuation models, manage due diligence strategy, or advise on deal structure from an operational perspective. We handle the business side of the transaction while your attorney handles the legal side. The combination protects you completely.
We offer pre-transaction advisory for owners who know a sale is in their future. We help you see your business through a buyer’s eyes, identify issues that will surface in diligence, and develop a preparation roadmap. When offers arrive, you will be ready.
We focus on mid-market transactions, typically $2M to $25M in enterprise value. Larger transactions often justify full investment banking services. Smaller transactions may not support our fee structure. The mid-market is where our experience-to-fee ratio delivers the most value.
Our deepest experience is in service businesses, where we built and exited our own company. However, transaction fundamentals transfer across industries. We have advised on transactions in manufacturing, distribution, healthcare services, and professional services.
Our base fee covers advisory services regardless of outcome. If the transaction does not close, that fee is earned for work performed. If you subsequently pursue a sale to other buyers, we can discuss a separate engagement for that process.
The Offer Is On The Table. Now What?
You have one opportunity to negotiate this transaction. The terms you accept today determine your outcome. Buyers do this constantly. For most sellers, this is the largest financial decision of their career.
We have been on both sides of the table. We know what is negotiable, what is standard, and what costs real money if you miss it.