Owners usually have a number in mind before a process starts, built on reported profit and a multiple they have heard applied to businesses like theirs. The number a buyer will pay is the one that survives their diligence team, and the gap between the two is usually the support that was never built. We build that support before a buyer tests it. The fee and the scope are agreed before work begins.
Sell-side preparation is priced by the enterprise value of the business and how much of the process you want carried. The exit readiness review scores where the business actually stands and prices the work to fix it. The full sell-side package builds the databook, the data room and the marketing financials, and runs alongside the sale through to the closing adjustment. The fee and scope are agreed before work begins, and none of the engagements carries a success fee.
You are thinking about selling in the next one to three years and want to know what a buyer will find before a buyer finds it.
You have an adviser or a banker engaged, and the financial preparation underneath the process has to be built properly.
You are going to market soon and need the databook, the data room and the financial sections of the materials ready at the same standard a buyer's team works to.
You are already in a process and the buyer's questions are arriving faster than your team can answer them.
The price a buyer pays is set by what they can verify, and everything they cannot verify becomes either a discount or a holdback.
That is the whole argument for preparing properly. An owner knows the business made more than the accounts show, because the accounts carry the owner's compensation at whatever they chose to take, personal costs that have run through for years, rent paid to an entity they own, and the losses of a location that opened in the fourth month sitting in the same line as sites trading for a decade. All of that is normal and almost none of it is dishonest. The problem is that a buyer will accept an adjustment only where the evidence stands on its own, and an adjustment with nothing behind it gets removed.
What comes out of these engagements is a business presented in the form a buyer's diligence team works in. Adjusted earnings are built and every add-back is tied to the invoice, the contract, the payroll record or the bank entry that proves it. Working capital is built by month, so the peg is a position with analysis behind it. Revenue is split by type and concentration is quantified before anybody else does it, which means the conversation about the largest customer happens on your terms. The data room is designed, collected, quality controlled and populated, so documents arrive when they are asked for.
The sequencing matters as much as the content, because the items on the critical path to going to market have to be finished first and the rest can run alongside the process. That is what the readiness engagement is for, and it is why it ends in a list of work with the time, the owner and the cost against each item.
Fixed fees depend on enterprise value and whether you need the readiness review on its own or the full package.
| Engagement | Under $2M EV | $2M to $10M EV | $10M to $50M EV |
|---|---|---|---|
| Exit Readiness | $2,500 | $4,500 | $7,500 |
| Full Sell-Side Package | $7,999 | $9,999 | $14,999 |
Businesses above fifty million in enterprise value are scoped individually. No engagement carries a success, contingency or placement fee. The fee for an exit readiness review is credited in full against a full sell-side package started within six months.
From $2,500
We establish where the business actually stands and what the work to fix it costs.
From $7,999
We build the seller package, run the data room, and carry the financial side of the process through to close.
Exit Readiness comes first. It scores the business across financial records, earnings quality, working capital, customer concentration, management depth, systems, contracts and legal housekeeping, each category against what buyers in this size range test. It ends in a gap list carrying the work required, the time it takes, the owner and the cost for every item, sequenced so the critical path to market comes first. You also get a value range on the current numbers and a second range on the numbers once the gaps are closed.
Full Sell-Side Package covers the material you need from the decision to go to market through to close. It builds the sell-side earnings databook to the full standard and substantiates every add-back against the document that proves it. The data room is designed, collected, quality controlled and populated, with the index built by workstream and access tiered across the stages of the process. It writes the financial sections of the information memorandum and the teaser, assembles the buyer question file with the prepared answer behind each question, and prepares the management presentation financials with the rehearsal behind them. Through the live process it manages buyer questions and the issues list, supports the working capital peg through to the agreement language, brings the databook and the model down monthly through to close, and calculates the purchase price adjustment and true-up at closing.
The engagements are built around what buyers' diligence teams, lenders' credit committees and sponsors' advisers actually examine, which is consistent enough across deals in this size range to prepare for in advance.
| Deliverable | Component | Detail |
|---|---|---|
| Readiness scorecard | Scoring categories | Financial records, earnings quality, working capital, customer concentration, management depth, systems, contracts and legal housekeeping |
| Readiness scorecard | Scoring basis | Each category scored against what buyers in this size range actually test |
| Excel support file | Adjusted EBITDA first pass | Preliminary add-backs with the support that exists today and the support that will have to be built |
| Gap and remediation list | Gap list | Every gap with the work required, the time it takes, the owner and the cost |
| Gap and remediation list | Sequencing | Order of work so that the items on the critical path to going to market come first |
| Reporting maturity assessment | Assessment | Close timetable, reconciliation discipline, reporting pack and what a buyer will conclude from them |
| Indicative value range | Range | A value range on the current numbers and a second range after the gaps are closed |
| Deliverable | Component | Detail |
|---|---|---|
| Everything in Exit Readiness | All items above | Carried in full |
| Sell-side databook | Full databook | Built to the full quality of earnings databook standard, with every schedule named and built out |
| Add-back substantiation | Substantiation index | Every add-back tied to the invoice, contract, payroll record or bank entry that proves it |
| Data room | Design, build and population | Index designed by workstream, document collection run to completion, every file checked for legibility, completeness, period and entity, redaction of customer names and pricing for the early rounds, and populated, with the access tiers set by buyer stage |
| Information memorandum, financial sections | Financial sections | Historical summary, adjusted earnings with the normalization shown, revenue analysis and projections with the assumptions stated |
| Teaser | Teaser financials | An anonymous financial summary consistent with the memorandum |
| Buyer question file | Anticipated questions | The questions buyers will ask, with the prepared answer and the supporting document for each |
| Management presentation | Financial sections | Deck financials tied to the databook and the model, with nothing in the deck that is not in the room |
| Management presentation | Rehearsal support | Rehearsal with the management team on the financial questions and the follow-ups |
| Live process support | Buyer question management | A question log with draft answers, each one checked for consistency against what is already in the room |
| Live process support | Issues list management | Issues raised by each buyer logged with the draft response and the effect on price |
| Working capital | Peg defense | The peg position supported with the monthly analysis, including the schedules your counsel needs for the agreement language |
| Carve-out support | Carve-out or stub financials | Standalone financials for a carved-out business or a stub period, with the allocations documented |
| Bring-down | Monthly bring-down | The databook and the model rolled forward every month through to close |
| Closing | Purchase price adjustment | The closing statement calculation, the true-up and the support behind each line |
The business gets scored across every category a buyer tests, and you receive the scorecard, the gap list with cost and sequencing against each item, and the two value ranges.
The gap work runs in the order the list sets out, with the items on the critical path to market first, and anything needing work outside the written scope is quoted before it starts.
Adjusted earnings are built with every add-back tied to its support, and working capital is built by month on both a reported and an adjusted basis so the peg has analysis behind it.
The data room is designed, collected, quality controlled and populated, and the financial sections of the memorandum, the teaser and the management presentation are written from the same source files so every figure agrees across all three.
A partner reviews everything before it leaves, and the tie-outs run first, which means the databook to the statements, the schedules to the trial balance and every figure in the materials back to the file that produced it.
On the full support engagement the work continues through the process, covering buyer questions, the issues list, the peg defense, the monthly bring-down and the closing adjustment.
They run the process, the buyer list and the negotiation, and this engagement builds and defends everything financial underneath it.
The financial side is carried here and the rest stays with you and your lawyer. The engagement does not involve approaching buyers, soliciting investors or making introductions, since that is not work TEOL takes on.
To start we need three years of financial statements and the current year to date with monthly detail, plus the general ledger detail, the bank statements and the payroll records. We also need support for the add-backs you expect to claim, the customer contracts and the revenue detail by customer, and the supplier agreements. Send the lease schedule and fixed asset register, the debt agreements, the owner compensation detail, and any prior valuation or adviser materials.
Audit, review and compilation engagements. Any opinion or assurance on financial statements. 409A valuations and certified appraisals. ESOP valuations. Fair value measurement under ASC 805 and ASC 820. Fairness opinions. Tax return preparation and tax opinions. Securities placement, investor solicitation, and any transaction-contingent or success fee.
TEOL Capital is not a broker-dealer, an investment adviser, a placement agent or a finder. Engagements are preparation and support work. TEOL does not place securities, solicit investors or make investor introductions, and takes no success, contingency or placement fee.
The fees published here are indicative, set against the scope described on each page, and a final quote is confirmed in writing before any engagement letter is issued. Nothing published here is an offer, and no engagement begins until a letter is signed by both sides. Work outside the stated scope is identified and quoted before it begins. Full payment or a 50% deposit on engagements under $10,000, and 50% at start with 50% at delivery above that. Turnaround is quoted on receipt of a complete information request and is a target rather than a term of the engagement. Fees are reviewed quarterly, and an engagement letter issued at a published fee holds that fee regardless of any later review. Work is prepared for the client named in the engagement letter and for that client's own use. Anyone else who receives it does so for information and cannot rely on it. Management accounts, consolidations and financial statements we prepare are built from the records management maintains and remain management's responsibility. We do not guarantee any particular outcome, including a sale, a financing, a valuation conclusion or a price. Our liability on any engagement is limited to the fees paid for that engagement.