Services · EBITDA $15m–$65m
M&A and strategic advice for the mid-market.
Four practices, one standard: senior-led, independent and framed in the terms a deal is negotiated in — price, structure and risk. We act for buyers and sellers.
Four practices, one standard: senior-led, independent and framed in the terms a deal is negotiated in — price, structure and risk. We act for buyers and sellers.
Senior-led advice on buying and selling businesses, from first approach to completion. We run the process, keep the numbers honest and negotiate in the terms that move value.
Independent advice on the big decisions before, during and after a deal — so you take the right path, at the right time and at the right price.
Diligence-grade numbers on either side of the table: an independent view of what you’re buying, or earnings that stand up to buyer scrutiny when you sell.
Enterprise value is only the starting point. Net debt, debt-like items and the working capital adjustment all come off before equity changes hands — and each one is negotiable.
Equity value is what the vendor receives. How the buyer funds it, the cash the business absorbs before it starts paying down debt, and the price on exit decide whether the deal clears its cost of capital. We model all three before the price is agreed.
Protect the value agreed on the term sheet — through the SPA, at completion and beyond.
The full suite, core advisory and the legal add-on, running in parallel. Red flags land at the end of week two, the term sheet by week five, and our lawyers have the documents ready to sign in week eight, with completion in week nine.
Every engagement includes our core service: financial and audit review, pricing, enterprise value and deal structuring.
Behind the scenes: we advise while you front the deal. Negotiation lead: we run the negotiation for you.
Our in-house lawyers draft all the transaction documents, contracts and deeds, and provide the legal advice and governance support, working behind the scenes.
Core advisory, and any legal add-on, scoped and quoted to the deal.
Core advisory is included in every engagement. The legal add-on is optional and available only alongside core advisory: our in-house lawyers draft all transaction documents, contracts and deeds and provide the legal advice and governance support, working behind the scenes. Fixed fees are set by the target’s reported EBITDA for the last 12 months and assume a single group with up to three entities and one set of accounts; carve-outs, cross-border targets and multi-site groups are quoted. Sale and buy-side M&A mandates are priced separately as a retainer plus success fee, on request. Fees exclude GST and disbursements.
Core advisory carries the numbers and the deal. The legal add-on carries the paper. Both are fixed-fee and run by the same senior team.
We rebuild the earnings picture from the ledger up: normalised EBITDA and add-backs, revenue and margin by customer, product and site, cash conversion, and the forecast and its key sensitivities.
A forensic pass over the historical accounts: audited and management accounts reconciled to bank and tax, revenue recognition, accounting policies, related-party dealings, contingent liabilities and red flags.
Trading and transaction multiples with a DCF cross-check, synergy sizing and a walk-away price, plus the bid tactics and price mechanism, completion accounts or locked box, that protect it.
The bridge from headline price to cash paid: net debt, debt-like items such as leases, deferred revenue, employee entitlements and tax, and the working-capital target and adjustment.
Cash versus scrip, earn-outs, deferred and vendor-financed consideration, rollover equity, debt capacity, sources and uses, and the IRR and money multiple each option delivers.
We build the analysis, papers and negotiating positions. You front every conversation.
We run the process and lead the negotiation with the other side through to signing.
We draft the full deal suite: heads of agreement, the share or asset sale agreement, disclosure letter, and escrow and transitional services arrangements, and work through every turn of the mark-up.
Key executive and employee agreements, consultancy and restraint arrangements, and the assignment or novation of material customer, supplier and lease contracts.
Deeds of release, guarantee and indemnity, novation, restraint and confidentiality, prepared and ready to sign at completion.
Advice on warranties, indemnities and liability caps, conditions precedent, regulatory approvals such as ACCC and FIRB, and the risk in the other side’s mark-up.
Board and shareholder resolutions and minutes, directors’ duties, constitution and shareholders’ agreement updates, and the completion checklist, registers and filings.
Our lawyers draft and advise in the background while you stay the face of the deal. Available only alongside core advisory.
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.