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Deal Advisory & M&A Services

Deal Advisory Services. Before you sign, make sure the numbers tell the truth.

EasePro provides deal advisory services and M&A advisory services for US SMEs and mid-market transactions — covering buy-side and sell-side advisory, transaction advisory, and deal structuring. Built by professionals from leading global advisory firms, delivered fixed-fee and scope-based.

  • Buy-side and sell-side
  • QoE, FDD, deal modeling
  • Fixed-fee, no hourly billing
  • Aligned with US deal timelines
Quality of Earnings (QoE) Financial Due Diligence (FDD) Working capital peg analysis Deal modeling Vendor diligence (sell-side) Purchase Price Allocation (PPA) Financial operations integration
The core problem

A 30-day diligence window. A decade of unaudited bookkeeping decisions.

Most US SMEs were not built for due diligence. The books were built for tax, the EBITDA came from the seller, and the working capital was never benchmarked. Whether the deal holds, gets re-traded, or collapses is decided there — not in negotiation.

Six places where a deal turns into a problem.

The CIM says one thing. The data room says another.

EBITDA add-backs that don’t survive auditor scrutiny.

Working capital peg negotiated without diligence.

Founder books weren’t built for due diligence.

Post-LOI surprises that re-trade the deal.

Day-1 arrives and finance can’t produce a clean report.

How It Works

From deal-scoping call to a clean close.

1

Clarity call

30 minutes. We map the deal — side, size, and timeline.

2

Half-day assessment

A written scope memo and a prioritised diligence plan.

3

Roadmap & scope

Agreed deliverables, timeline, and fixed fee. Scoped to the deal.

4

First deliverable

Your QoE, diligence, or deal model, four-eye reviewed.

5

Cadence or handover

Closing support, then a clean handover to the finance team.

Success Stories

What deal advisory engagements look like in practice.

Recent buy-side and sell-side work, anonymised. Specific deal details shared on direct request, with client permission.

Sell-side transaction signing
Success Story · Sell-Side QoE
Services Business · $42M Revenue · Owner-Led Exit

Sell-Side QoE that lifted the LOI multiple by 0.6x

An owner-operator services business went to market with reported EBITDA mixing supportable owner add-backs and undocumented personal expenses. We rebuilt the EBITDA bridge with evidence for each adjustment, surfaced two revenue recognition issues before the buyer's QoE provider would have, and produced a vendor QoE pack buyers accepted with limited push-back. The deal closed at a multiple roughly 0.6x higher than expected.

+0.6x TEV/EBITDA multiple liftDefensible add-back evidenceRevenue recognition issues pre-emptedBuyer accepted with limited push-back
Buy-side financial due diligence
Success Story · Buy-Side QoE & FDD
Manufacturing · $18M Target · Strategic Acquirer

Buy-side QoE that surfaced $1.1M of unsupported add-backs in 21 days

The seller's adjusted EBITDA included $1.4M of add-backs across owner compensation, 'non-recurring' legal fees that recurred every year, and a partnership revenue stream ending within six months. We rebuilt the EBITDA bridge, supported $300K, and rejected the remaining $1.1M — the buyer renegotiated the purchase price down roughly $7M at 6.5x, with a working capital peg set against the 12-month trailing average.

$1.1M unsupported add-backs rejected~$7M price reduction at 6.5xWorking capital peg set correctlyDeal closed within exclusivity window
What we typically build

Seven deliverables, scoped to deal size and timeline.

Every deal advisory engagement is shaped to the specifics. Not every M&A advisory engagement uses all seven deliverables. The scope is set during the initial call, calibrated to whether you're the buyer or seller, the size of the target, and the LOI window.

DELIVERABLE 01

Quality of Earnings (QoE) report

A defensible EBITDA bridge, every adjustment documented.

  • EBITDA bridge with full evidence trail
  • Revenue cohort and quality analysis
  • Add-back testing and documentation
  • Working capital normalisation
DELIVERABLE 02

Financial Due Diligence (FDD) report

Diligence built for lender and PE-investor scrutiny.

  • Income statement deep dive
  • Balance sheet quality assessment
  • Debt-like items inventory
  • Forecast review and stress testing
DELIVERABLE 03

Working capital peg analysis

A defensible peg — and the exhibits that prevent disputes.

  • T12M working capital walk
  • Seasonality adjustment
  • Peg recommendation with evidence
  • Closing mechanic exhibits
DELIVERABLE 04

Deal model (sources & uses, returns)

An IC-ready model: sources & uses, returns, sensitivities.

  • 3-statement integrated model
  • Sources & uses with debt waterfall
  • Returns analysis: IRR, MOIC, cash-on-cash
  • Sensitivity and scenario layers
DELIVERABLE 05

Vendor due diligence pack (sell-side)

A sell-side pack that shortens diligence and lifts the multiple.

  • Sell-side QoE with defensible add-backs
  • Pre-organised data room structure
  • Anticipated buyer questions pre-empted
  • Issues fixed before buyers find them
DELIVERABLE 06

Purchase Price Allocation (PPA)

ASC 805 allocation for the opening balance sheet and audit.

  • Asset and liability identification
  • Intangibles valuation (customer relationships, IP, brand)
  • Goodwill calculation and support
  • ASC 805 documentation for audit
DELIVERABLE 07

Financial operations integration

Bridge the acquired finance function into your reporting.

  • Chart-of-accounts mapping and conversion
  • Opening balance sheet build
  • Monthly close cadence handover
  • Reporting templates aligned to buyer standard
FREE

Quality of Earnings Review Checklist (Excel)

The QoE review checklist we use internally — free.

  • EBITDA add-back testing by category
  • Revenue quality and recognition checks
  • Working capital and one-time items
  • Buyer-side and seller-side sections
Download Free Checklist →
Hear from our clients

In their own words.

“Anant is one of the few people I trust to tackle complex financial challenges, because he consistently delivers high-quality results. His expertise in FP&A, financial modeling, and Excel is exceptional.”
Elida Craven, CPA Founder, Craven Consulting
Explore FP&A Services →
“I've personally used EasePro for financial modeling, valuation analysis, and beautifully designed decks. The work is always first class, very detail-oriented and highly professional — and most of all, they're just really great people to work with.”
Matthew R. Gould Partner, MRG Capital Advisors
Explore Financial Modeling →
“It's been a good addition to our firm. My recommendation to anyone is that this is a trusted relationship you can build — and you'll be pleasantly surprised.”
Todd Cushing EBIT Associates Ltd
Explore Business Valuation →
Industries We Serve

Built for your industry's specific complexity.

A generic playbook doesn't work across industries. We tailor every engagement to your sector's dynamics.

FAQ

Questions buyers and sellers ask before engaging.

What is the difference between a Quality of Earnings (QoE) report and an audit?

An audit and a QoE answer different questions:

  • Audit: "Did this happen?" — verifies historical financials comply with GAAP.
  • Quality of Earnings (QoE): "Will this continue?" — tests whether reported EBITDA is sustainable, repeatable, and supportable as a transaction price.

A QoE normalises EBITDA by removing one-time items, owner-specific expenses, and aggressive accounting choices — producing an "adjusted EBITDA" figure that buyers, sellers, and lenders can underwrite.

How long does financial due diligence take?

The typical window is 30-45 days, against the 60-90 days that quality DD needs for a thorough review.

Timing depends on target size, revenue complexity, state of the books, and whether a sell-side QoE exists in advance. We scope against the LOI exclusivity window and prioritise high-risk areas first.

What is a working capital peg and how is it set?

The working capital peg is the normal level of working capital required to operate the business at steady state. It is set during diligence and built into the purchase agreement: if the business delivers less than the peg at closing, the purchase price is adjusted down; if it delivers more, the price is adjusted up. The peg is normally a trailing 12-month average of net working capital, adjusted for seasonality and one-time items. Getting the peg wrong is one of the most common sources of post-closing disputes.

How do EBITDA add-backs work in a QoE?

EBITDA add-backs are adjustments to reported EBITDA that reflect expenses or revenues considered non-recurring, non-operating, owner-specific, or otherwise unrepresentative of the business going forward. Common add-backs include owner compensation in excess of market, personal expenses run through the business, one-time legal or consulting fees, and discontinued product lines. Each add-back must be documented with evidence. Add-backs that survive auditor scrutiny lift valuation; add-backs that do not survive lead to price re-trades or deal collapse.

When should a seller commission a vendor due diligence pack?

Typically 6-12 months before going to market.

The benefit is twofold:

  • Surfaces issues the seller can address before a buyer finds them
  • Shortens the buyer's diligence cycle, reducing deal fatigue

The data: Sellers with a sell-side QoE averaged 7.4x TEV/EBITDA vs 7.0x for those without — ~40 bps of multiple lift on average.

What does deal advisory and M&A support cost at EasePro?

Deal advisory and M&A engagements at EasePro are scope-based with custom pricing. The engagement fee is set after a 30-minute scoping call, calibrated to deal size, the depth of diligence required, and the LOI timeline. Every engagement is fixed-fee with a clear scope agreed upfront — no hourly billing, no surprise extensions.