Transaction Readiness

Build the Foundation for Your Highest Possible Value

For a business owner, the decision to sell is a major milestone. However, many companies discover too late that their internal accounting isn’t ready for the scrutiny of institutional buyers. Messy books, undocumented processes, or unrecognized liabilities can slow down a deal, lead to price reductions, or even cause a transaction to fail.

We help you get deal-ready. You shouldn’t have to navigate the stress of a sale with uncertain financials. We believe your accounting should be a strategic asset that proves your company’s value. At Calvetti Ferguson, we provide the sell-side support needed to professionalize your reporting and ensure you enter negotiations from a position of strength.

Institutional-Grade Support for the Sell-Side

Transaction readiness is about more than just organizing files; it’s about ensuring your financials can withstand a rigorous Quality of Earnings review. We act as an extension of your finance team to bridge the gap between daily bookkeeping and M&A requirements.

Financial Cleanup & Audit Readiness

Before you go to market, your books must be clean and compliant with the standards buyers expect.

• • • GAAP Conversion: Ensuring your financials are compliant with U.S. GAAP, a requirement for most institutional and private equity buyers.
    • Audit Preparation: Working with your team to prepare the documentation and schedules needed to pass a rigorous audit or review.
    • Historical Cleanup: Resolving past accounting errors or inconsistencies before they are discovered by a buyer’s diligence team.

Sell-Side Quality of Earnings Prep

A reverse Quality of Earnings is one of the most effective ways to protect your deal price. We perform the same analysis a buyer would, so you can find and fix issues on your own terms.

• • • EBITDA Normalization: Identifying the add-backs and one-time expenses that reflect the true earning power of your business.
    • Revenue Recognition: Verifying that your revenue is recorded correctly, ensuring there are no surprises during the buyer’s deep dive.
    • Working Capital Benchmarking: Establishing a clear baseline for working capital to prevent disputes during the final stages of the deal.

Data Room & Process Professionalization

A disorganized data room signals risk to a buyer. We help you present your business as a professional, well-managed organization.

• • • Virtual Data Room (VDR) Management: Organizing your financial, tax, and operational documents into a logical, easy-to-navigate structure.
    • Monthly Reporting Acceleration: Helping your team produce fast, accurate month-end closes—a key indicator of a healthy finance function to a potential buyer.
    • Disclosure Schedules: Assisting with the preparation of the detailed financial schedules required for the purchase agreement.

Maximizing Value Through Professionalism

By investing in transaction readiness now, you do more than just prepare for a sale—you professionalize your business for whatever comes next. Whether you are selling to a strategic buyer or a private equity group, clean financials protect the value you have built.

Our integrated approach ensures your readiness plan is aligned with your tax strategy, ensuring that once the deal closes, you have maximized your net proceeds and minimized your post-close risk.