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Sell-side advisory and due diligence

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Maximize business value and experience a smooth transaction
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Transaction advisory and deal services

Position your business for a successful exit

Selling a business is a complex and multifaceted process that requires careful planning, execution and the right insights to maximize value. The best strategic deal outcomes are often unlocked by uncovering critical insights buried in the details, yet business owners often face challenges, including:

Without the right guidance, these challenges can lead to suboptimal outcomes, such as:

Optimizing the sale of your business depends on a well-executed due diligence process and a strong valuation. With the right preparation and a strategic approach, you can confidently position your business for a successful transaction.

Why RSM for sell-side advisory

At RSM, we take a tailored approach to every engagement, recognizing that no two businesses or transactions are the same. Our team of experienced professionals provides:

With RSM, you gain a dedicated advisor focused on uncovering opportunities, mitigating risks and helping you achieve a successful outcome.

Experience you can trust

Over 1,100+ deals completed annually

220+

Business services

160+

Consumer products

50+

Financial services

100+

Health-care

320+

Industrials

220+

Technology, media, and telecom

Comprehensive sell-side solutions to support your journey

A successful sale process requires appropriate planning, analysis and operational execution. Whether simply assessing deal readiness or executing full-scope sell-side due diligence, our dedicated deal professionals deliver value-accretive solutions to advise and assist clients throughout the divestiture process. Our comprehensive solutions include:

  • Strategic option assessment: Evaluate options for monetizing equity or assets, including full sale, partial sale, debt recap, initial public offering, joint venture, sale-leaseback and dividend recap.
  • Readiness assessment: Evaluate your company’s accounting, tax, and technology capabilities and data availability and integrity; identify critical gaps; and develop roadmaps to address issues, highlight potential buyer focus areas and address process questions.
  • Seller support: Advise and assist with data aggregation and reconciliations, develop data cubes, provide support for buyer sessions, and establish communication channels with other deal advisors to create a seamless sale process.
  • Pre-diligence analysis: Assess key operational and financial trends and address any adverse observations; highlight and quantify potential cost and working capital optimization opportunities; develop execution plans; and evaluate any other matters requiring proactive measures.
  • Comprehensive sell-side due diligence: Conduct seller-sponsored due diligence to proactively identify and address financial, tax, human resources, information technology and operational issues; substantiate the equity story and working capital considerations; and quantify any value-additive pro forma adjustments. This includes debt-like items or enterprise-to-equity value bridge.
  • Technical account support: Perform targeted cleanup of specific accounting issues that affect negotiations and deal valuation, such as cash-to-accrual conversions, revenue recognition, inventory adjustments and complex accruals.
  • Long-range plan development: Build out a five-year financial forecast to support the equity story in confidential information memorandums.
  • Separation and carve-out assistance: Provide tailored support for businesses preparing for divestiture, including proactive execution of separation activities before going to market.
  • Interim support: Backfill for key accounting and finance roles to facilitate operational continuity and transaction support on a project or staff augmentation basis.
  • Purchase agreement review: Provide high-level advisory support to help sellers confirm that financial and deal terms align with expectations.
  • Tax structuring: Work closely with your attorneys and financial advisors to develop a tax-efficient transaction structure that aligns with your strategic goals. We help anticipate alternative structures and assess their tax implications, giving you the insights needed to agree on a structure that optimizes after-tax proceeds.

Real benefits, real outcomes

Our solutions have measurable benefits to our clients

Presenting a clear financial picture to justify asking price and valuation
Tailoring an approach to address industry- and deal-specific needs
Delivering an objective view, providing buyers with additional confidence
Facilitating a collaborative deal environment for both sides of the transaction

FAQ: What you need to know before you sell

How can I ensure my business is ready for sale?
Preparing for a sale involves assessing financial, operational and compliance readiness. Our structured approach helps you identify potential gaps and proactively address issues before going to market.
How do I maximize the value of my business in a sale?
By conducting a thorough financial and operational analysis, we identify opportunities to enhance valuation, substantiate your equity story and present a compelling case to buyers.
What are some common transaction issues?
Potential deal-breakers include financial inconsistencies, unaddressed tax liabilities and operational inefficiencies. Our due diligence process anticipates and resolves these issues early.
What financial statements and reports will buyers expect?
Buyers will prefer to see audited or reviewed financial statements, a sell-side diligence analysis and supporting schedules.
How do I navigate financial and tax structuring?
A well-structured transaction can significantly affect after-tax proceeds. Our tax professionals work closely with legal and financial advisors to develop an optimized structure that aligns with your objectives.
How do I manage the transaction while running my business?
Selling a business is time-intensive. Our team provides hands-on support, from data preparation to buyer interactions, allowing you to stay focused on operations.
What is the role of sell-side due diligence in transactions?
Sell-side due diligence proactively identifies risks and opportunities, strengthens your negotiation position and helps facilitate a smoother transaction process with potential buyers.
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