Sell-side quality of earnings
Develop a clear view of the business’s financial performance and the basis for proposed earnings adjustments.
- Historical earnings, revenue, and margin trends
- Support for non-recurring items and other adjustments
Sell-side advisory
Prepare the financial story.
Be ready for the questions.
Sell-side financial due diligence and divestiture support for owners, private equity sponsors, and management teams preparing a business for a transaction.
Discuss your transactionThe focus
Prepare before
the process intensifies.
A sale puts financial information, earnings adjustments, and management explanations under scrutiny. Getting the detail organized early gives the team a stronger foundation for the process.
Highbury’s sell-side approach focuses on understanding the financial story, identifying issues that may attract buyer attention, and supporting management through diligence. The objective is a clear, supportable presentation of the business, with open matters understood rather than overlooked.
Areas of support
Organize the information.
Support the explanation.
Support can begin with a readiness review and extend through financial due diligence and agreed transaction support.
Financial information readiness
Organize the information buyers are likely to request and identify inconsistencies or gaps that need attention.
- Financial statements and supporting schedules
- Consistent explanations across the financial materials
Working capital and balance sheet
Understand operating capital requirements and balance-sheet items before transaction discussions become more detailed.
- Seasonality and trends in working capital
- Quality of assets and debt-like considerations
Carve-out and divestiture support
Help frame the financial information for a business being separated from a larger group.
- Shared-cost allocations and standalone considerations
- Financial questions around separation and transition arrangements
Management and diligence support
Help management prepare for financial questions and maintain an organized response as requests develop.
- Financial request lists and supporting information
- Analysis and explanations for buyer follow-up questions
Financial transaction support
Support the financial discussions that connect diligence findings with the transaction’s completion mechanics.
- Financial definitions and purchase-price adjustments, where agreed
- Closing statements and related supporting schedules, where agreed
The engagement scope, deliverables, responsibilities, and timing are agreed for each transaction.
How we work
From readiness
to the next transaction step.
- 01
Assess the starting point
Understand the business, proposed transaction, reporting environment, and timetable. Identify where preparation is most needed.
- 02
Build the financial foundation
Review performance and supporting information, examine proposed adjustments, and work through material gaps or inconsistencies.
- 03
Prepare for buyer scrutiny
Bring the analysis together, anticipate financial questions, and help management explain the business and the supporting evidence.
- 04
Support the process
Help respond to financial diligence requests and agreed completion matters as the transaction progresses.
Potential deliverables
A better-prepared
financial story.
Depending on the agreed scope, the work may include:
- A financial readiness assessment and priority issue list
- Sell-side earnings analysis with supporting schedules
- Working-capital, balance-sheet, and debt-like item analysis
- An organized financial information pack and support for diligence questions
An experienced perspective
Transaction context.
Hands-on attention.
Highbury’s approach draws on Britton Woolf’s background in buy-side and sell-side financial due diligence for private equity and strategic acquirers, including complex carve-outs and divestiture support.
For an owner considering a sale, a sponsor preparing an exit, or a company separating a business or division.
Common questions
Before we begin.
Does sell-side diligence replace the buyer’s diligence?
No. A buyer will set its own scope and may reach different conclusions. Sell-side work helps prepare the information and explanations, but it does not remove the buyer’s need to investigate.
Can we start before a formal sale process?
Yes. A readiness review can help identify financial information gaps and issues to address before buyer requests arrive. Timing and depth depend on the business and the intended process.
How are earnings adjustments approached?
The focus is on understanding the facts and documenting the rationale and support for each adjustment. Proposed adjustments should be clearly explained; buyers may not agree with every treatment.
Does the work guarantee a price or a completed sale?
No. Financial preparation and diligence support do not guarantee valuation, buyer acceptance, financing, timing, or completion. Transaction outcomes depend on the business, market, counterparties, and other factors.
Get in touch
Preparing for a transaction?
Tell us where you are in the process and what your team needs to prepare.