Glossary
Sell-Side Advisory
Sell-side advisory is the work an owner commissions before and during a sale of their business, covering preparation, positioning, buyer identification, and negotiation support. Where buy-side diligence exists to protect a purchaser, sell-side advisory exists to get an owner to closing at a defensible price with fewer surprises. At Treewalk, we approach it as diligence readiness first and marketing second, because the deals that fall apart usually fail on the numbers, not the pitch.
What sell-side advisory actually covers
The term gets used loosely. In practice, our sell-side mandates include some combination of the following:
- Diligence readiness, meaning we run the target’s own numbers the way a buyer’s advisor will
- Financial model preparation, including normalized earnings and forecast support
- Writing the information memorandum and supporting marketing materials
- Identifying and approaching potential buyers or acquisition candidates
- Negotiating terms of sale and providing strategic guidance through to close
We are not a licensed securities dealer and we do not act as a broker. Our contribution is the financial substance underneath the transaction, plus the advisory judgment that comes from having sat on the buyer’s side of the table repeatedly.
Why we start by attacking your own numbers
The most valuable thing we do on a sell-side engagement is the least comfortable one. Before a buyer’s advisor ever sees the file, we run the same procedures we would run against a target on the buy side.
That means converting cash-basis books to accrual, reconciling bank activity to the ledger through a proof of cash, testing every proposed add-back for documentation, and setting a working capital target the business can actually defend.
Owners consistently overestimate what will survive diligence. The add-backs that feel obviously legitimate to a founder, the truck, the travel, the family member on payroll, are exactly the ones a buyer’s advisor tests first. Finding out in your own process costs you a conversation. Finding out in the buyer’s process costs you a retrade.
A retrade is the outcome we are trying to prevent. When earnings come back lower than presented after a letter of intent is signed, the buyer reopens price and holds every card. Doing the work early converts that risk into a lower opening number you chose, rather than a discount you were handed.
What we prepare, and in what order
| Stage | Deliverable | Purpose |
|---|---|---|
| Readiness | Normalized earnings analysis | Establish a defensible earnings figure before going to market |
| Readiness | Working capital and net debt schedule | Avoid a post-LOI fight over the peg |
| Preparation | Financial model and forecast support | Give buyers something they can underwrite |
| Marketing | Information memorandum | Present the business accurately and completely |
| Process | Data room setup and request management | Keep diligence moving instead of stalling |
| Negotiation | Deal structure and terms support | Protect economics through to close |
The order matters. Going to market with a polished memorandum built on numbers that have not been tested is the fastest route to a broken process.
Who we work with
Our transaction practice serves owner-managed businesses in the roughly $1M to $15M revenue range, across field services, construction trades, healthcare services, technology, and food and beverage. These are main street and lower-middle-market transactions where the owner is often selling the only business they have ever built, and where a single failed process can take a year to recover from.
Avnit Sekhon, CPA, CA, Director of Transaction Advisory, leads the practice. Alex McAulay, CPA, our Founder and CEO, signs off on engagement letters and deal reports.
Frequently asked questions
Is sell-side advisory the same as being a business broker?
No. A broker lists and markets a business and is typically compensated on the transaction. Our role is the financial and advisory work: readiness, normalized earnings, the memorandum, model support, and negotiation guidance. We frequently work alongside a broker or banker rather than replacing one.
When should I start, relative to when I want to sell?
Earlier than most owners think. Diligence readiness work is most valuable when there is still time to fix what it finds, such as cleaning up related-party arrangements or getting a full year of properly accrued results on the books. Starting the month before you go to market limits us to documenting problems rather than solving them.
Will a buyer accept your sell-side analysis?
Some will use it as a starting point, and most will still run their own buy-side due diligence. That is normal and we plan for it. The purpose of our work is not to replace the buyer’s process, it is to ensure that when the buyer’s advisor runs theirs, they arrive at broadly the same place we did.
What does it cost?
It depends on the state of your records, the size of the business, and how much of the process you want us to carry. We scope after reviewing the general ledger and understanding your timeline, rather than quoting a figure in advance.
Where to next
If you are thinking about a sale in the next year or two, the cheapest time to find your problems is now. Our transaction advisory services team can run a readiness review before you commit to a process. Reading EBITDA normalization adjustments first will tell you what a buyer is going to test. To start, email Avnit Sekhon at avnit.sekhon@treewalk.com.
