EBITDA bridge ($m)
16.8
Normalised EBITDA
24.8
(3.6)
(2.4)
(2.0)
16.8
Reported EBITDA
Non-recurring
Owner costs
Run-rate
Normalised
M&A and Strategic Advisory · EBITDA $15m–$65m

Buy well. Sell well.

Independent M&A and strategic advice for founders, boards and investors — sell-side and buy-side, backed by diligence-grade numbers. Senior-led from first conversation to completion.

Quality of earnings◆Normalised EBITDA◆Net debt & debt-like items◆Working capital peg◆Cash conversion◆Earn-outs◆Completion accounts◆Locked box◆Carve-outs◆Red-flag reporting◆Quality of earnings◆Normalised EBITDA◆Net debt & debt-like items◆Working capital peg
01 — The mid-market problem

Mid-market deals carry large-cap complexity on a smaller budget. Earnings are less audited, management is stretched, and value is won or lost in the numbers, the process and the SPA. We advise on all three.

Sydney · Mid-market M&A
02 — Services

Four practices. One standard of rigour.

All services →
01
M&A advisory
Sell-side and buy-side mandates: sale processes, acquisitions, mergers and divestments, run by senior advisers from first approach to completion.
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02
Strategic advisory
Strategic options, valuation, capital structure and board advice — before a deal is on the table.
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03
Due diligence
Buy-side and vendor due diligence: quality of earnings, normalised EBITDA, net debt, working capital and red flags.
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04
Transaction support
SPA financial clauses, completion accounts, locked-box review, earn-outs and post-completion disputes.
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03 — Where value leaks

Six places we look first.

01
Non-recurring earnings

One-off income, provision releases and unusual periods that flatter reported EBITDA.

02
Debt-like items

Deferred revenue, unpaid bonuses, tax exposures and leases that should come off the price.

03
Working capital

Seasonality, stretched creditors and a peg set in the wrong month.

04
Customer concentration

Revenue resting on a handful of contracts, renewals or relationships.

05
Cash conversion

Profit that doesn’t turn into cash, and the reasons why.

06
Forecast credibility

Run-rate and pipeline assumptions tested against actual delivery.

Example · Week-one red-flag summary

Findings ranked by what they do to price.

Every diligence engagement starts with an early red-flag report. Buying, issues reach the negotiating table while they can still move price. Selling, they are fixed before a buyer finds them.

Area
Finding
Status
Debt-like items
$11.5m of deferred revenue, unpaid bonuses and tax exposures not in net debt
Material
Quality of earnings
$3.6m of non-recurring income included in reported EBITDA
Price adjustment
Working capital
Proposed peg set in a seasonal low month
Negotiate peg
Customer concentration
Top three customers account for 41% of revenue
SPA protection
Cash conversion
EBITDA-to-cash conversion of 92% over three years
Satisfactory
Forecast
Next-year forecast supported by contracted revenue
Supported
04 — Why Arrowtown

Big-firm rigour. Mid-market focus.

Senior-led

The people who scope your deal do the work. No hand-offs to junior teams once the engagement letter is signed.

Independent

No audit relationships and no conflicting mandates. On any deal we act for one side only — yours.

Commercial

Advice framed as price, structure and risk — the terms a deal is negotiated in — and backed by diligence-grade numbers.

05 — Who we work with

Built for the people on both sides of the table.

PE

Private equity

Acquisitions, bolt-ons and exits for funds and their portfolio companies, with numbers that stand up at investment committee.

CORP

Corporates

Acquisitions, divestments, carve-outs and strategic reviews for listed and private groups.

VENDOR

Founders & vendors

Sale processes run end to end — readiness, vendor diligence, buyer selection, negotiation and completion.

DEBT

Lenders

Independent diligence to support acquisition finance and refinancing decisions.

06 — How we engage

From first call to completion.

Step 01
Scope

A first conversation to understand your objectives, the timetable and the risks that matter most.

Step 02
Proposal

A clear proposal setting out scope, team, timing and fees — fixed or success-based, depending on the mandate.

Step 03
Red flags early

Valuation and diligence findings shared early, so issues reach the negotiating table while they can still move price.

Step 04
Report & negotiate

Senior support through negotiation, the SPA and completion — on whichever side of the table you sit.

Considering a transaction?

Talk to a partner about scope, timing and fees. We’ll always tell you the truth about what we see — no games and no surprises.

Discuss a transaction