Fractional CFO for Sell-Side M&A Prep
The finance function's job in a sell-side is to preserve value that's already there. QoE, working capital, data room, and buyer readiness — built by CFOs who have been through it before.
Diligence is where a seller either preserves the value the business already earned or gives it back to the buyer.
A sell-side process rewards sellers who show up prepared. The buyer's diligence team is going to reconcile the ARR to the ledger, rebuild the working capital, question every EBITDA add-back, and pressure-test the customer concentration. Whether the deal closes at the LOI number or fifteen percent below it usually comes down to the quality of the financial preparation the seller did before diligence started.
Owner-operators and PE portfolio companies come to sell-side prep from different angles but need the same finance function on the way in: a defensible quality of earnings that survives buy-side scrutiny, a working-capital peg backed by a clean historical build, a data room organized the way experienced buyers want it, and a lender coordination story that doesn't kill the deal in the last week.
We prepare the finance function for sale and stay through closing. From twelve months out to the wire transfer, our fractional CFOs and Controllers execute the accounting and reporting work that keeps value from leaking during diligence and lets the transaction close on the timeline the seller actually wants.
The Sell-Side Playbook
Where the finance function protects value in a sale.
Each of these is a real engagement pattern — the finance workload that protects value in the process, not a service brochure.
M&A / QoE Prep (Pre-QoE)
We prepare the ledger, add-back documentation, and reconciled financials so the buyer's QoE firm produces a report closer to the seller's number. We prepare; the CPA firm attests.
Working Capital Peg & Historical Build
The single biggest source of value leakage at close. Twenty-four months of monthly working capital, peg definition, and the historical build the buyer's team will pressure-test.
The Sell-Side Data Room
Structured the way experienced buyers want it. Financial, tax, legal, HR, operations, and IT tabs organized to answer diligence questions before they're asked.
Buyer Types and What Each One Actually Wants
Strategic acquirer, PE platform, family office, search fund, ESOP. The finance function delivers differently for each. Who's likely at the table and what they'll expect.
Sell-Side Timeline: 12 Months, 6 Months, 90 Days Out
The work sequence that leaves the finance function ready when the process starts. What has to be true at each mile marker.
Post-Close Transition: Escrow, TSA, Earnouts
The deal doesn't end at close. Escrow releases, transition services, and earnout mechanics all run through the finance function for months or years after the wire hits.
Who we prepare.
Owner-operators selling to a strategic or PE buyer. First sale process for most. The finance function was built for operating the business, not for the diligence room. The preparation work makes the finance story defensible to buyers who do this professionally.
Portfolio companies preparing for exit. The sponsor's exit committee wants a specific set of numbers, ready by a specific date. We build the exit-ready finance function on the sponsor's timeline. See our companion piece: Exit-Ready in 18 Months.
Family businesses transitioning ownership. Whether the buyer is family, an ESOP, or a third party, the finance function has to answer questions the previous owner's controller was never asked. We build the reporting that makes the transition financially defensible.
Companies in distress selling under time pressure. Different playbook. Faster, less forgiving, more coordination with lenders. See our Selling a Distressed Business piece.
The most expensive preparation gaps we see.
Sloppy working capital analysis. The buyer builds the peg from the same data. If the seller's build is inconsistent or aggressive, the peg discussion turns into a price adjustment. Getting the working capital story defensible upfront is the single highest-value preparation work.
Overstated EBITDA add-backs. Aggressive normalizations don't survive the buyer's QoE. Every add-back that comes out reduces the purchase price on a multiple basis. Only include add-backs backed by documentation the QoE firm will accept.
Late surprises in the data room. Missing tax returns, unrecorded liabilities, unassignable contracts. Discovered in week eight of diligence, they retrade the deal. Discovered in month twelve of preparation, they get resolved cheaply.
Weak customer concentration story. Every buyer prices concentration risk directly. A seller who can defend the customer base with real contribution data and forward pipeline holds price better than one who cannot.
For Owners, Boards, and Sponsors Preparing an Exit
The Earlier We're In, the More Value There Is to Preserve.
Twelve months out is ideal. Six months is workable. Ninety days is intensive but doable. Under thirty days is defensive. Wherever you are, we deploy quickly and stay through close.
Tell Us the Situation
The Business, the Timeline, and the Likely Buyer.
Where the business is on financial readiness, whether a banker is engaged, and how far out the process is. Same-day response, seller-friendly discretion.
Schedule a Discovery Call
We’ll reach out within one business day.