Transaction Advisory
A transaction should follow the strategy, not replace it.
Second Chair supports owners preparing for a sale and buyers pursuing off-market acquisitions. Before launching a process, we establish whether the business, mandate, and available information are ready to support it.
Sell-Side Advisory
Who it is for
Founders and owners who are ready to evaluate or pursue a sale and want direct, hands-on support throughout the process.
Structure
Structure follows the situation. A company ready for market may fit an engagement with a contingent component earned at closing. A company requiring significant preparation may begin with a retained workstream. Terms are documented in a signed advisory agreement.
The work may include
- 1Readiness assessment and positioning
- 2Financial analysis and earnings normalization
- 3Company narrative and buyer materials
- 4Confidential buyer identification and outreach
- 5Buyer qualification and process management
- 6Indication-of-interest and LOI analysis
- 7Due-diligence coordination
- 8Seller preparation and negotiation support
- 9Coordination with legal, accounting, tax, and other transaction professionals
Exit Readiness
Who it is for
Owners who may pursue a sale but first need to strengthen reporting, reduce risk, improve the business narrative, or resolve issues a buyer would identify.
Preparing the company does not obligate the owner to hire Second Chair for a later sale process. Any transaction engagement is a separate decision and agreement.
The work may include
- Financial-reporting assessment
- Earnings and add-back review
- Customer and revenue concentration
- Management and key-person dependence
- Workforce and licensing considerations
- Data-room preparation
- Buyer-readiness planning
- Coordination with accountants, attorneys, and other specialists
Retained Buy-Side Search
Who it is for
Private equity firms, family offices, independent sponsors, strategic acquirers, and operators with a defined acquisition thesis.
The precise boundary between sourcing and transaction execution is established in the engagement agreement. Diligence, valuation, financing, legal, tax, accounting, and securities activities are performed by the appropriate parties.
The work may include
- Buy-box refinement
- Market and target mapping
- Public-information screening
- Direct founder outreach
- Initial qualification
- Introductions and meeting coordination
- Pipeline reporting