M&A Strategy Services

Comprehensive support—tailored to your transaction needs

At Crowe MacKay LLP, we offer a full range of sell-side advisory services to support you wherever you need us most. Whether you need us to run a full M&A process or require assistance in one or more specific areas, our team adapts to your goals and priorities.

Understanding Shareholder Objectives

At Crowe MacKay LLP, we begin every engagement by asking key questions to clarify and understand shareholders’ goals and expectations. These include:

• What is the purpose of the transaction?
• Who are the ideal buyers?
• What is the desired timing of the sale?
• What percentage of shares is intended for sale?

By gaining clarity on these foundational elements, we tailor our approach to align with your strategic objectives from the outset—ensuring every step of the process reflects your priorities.

Assessment of Company Operations

As part of our early-stage due diligence, we take a deep dive into your company’s operations to build a clear picture of its strengths, risks, and value drivers. This includes conducting a SWOT analysis to identify internal capabilities and external market conditions, and developing a tailored valuation model that reflects normalized historical performance, current economic outlooks, and industry-specific forecasts. This operational assessment not only informs pricing and positioning but also helps anticipate buyer concerns and prepare for the next stages of the transaction.

Preparation of Offering Materials

A compelling presentation of your business is essential to attracting the right buyers. At Crowe MacKay LLP, we support you in preparing professional, investor-ready materials that communicate your company’s value clearly and credibly. As part of this process, we develop two key marketing documents:

• Teaser – A high-level, anonymous overview designed to spark interest without disclosing sensitive details. It highlights the opportunity and invites qualified buyers to learn more.
• Confidential Information Memorandum (CIM) – A comprehensive document that provides potential buyers with the information they need to assess the opportunity and formulate an offer. The CIM typically includes financial performance, operational highlights, market positioning, growth potential, and strategic rationale for the sale.

Our team ensures these materials are aligned with your transaction strategy and tailored to the expectations of your target buyer pool—whether strategic or financial. We work closely with you to present your business in the best possible light while maintaining confidentiality and control throughout the process.

Assistance in Identifying Prospective Acquirers

Finding the right buyer is critical to a successful transaction.

At Crowe MacKay LLP, we help you identify and connect with potential acquirers who align with your strategic goals—whether they are financial investors seeking growth opportunities or strategic buyers looking for synergies. Our team develops a carefully curated short-list of qualified prospects based on your business profile, industry dynamics, and shareholder objectives.

We then confidentially present the opportunity to selected buyers, ensuring discretion and professionalism throughout the outreach process. By leveraging our network and market insight, we aim to generate interest from parties who not only have the financial capacity to transact but also bring strategic value to the deal.

Evaluation of Proposals

Once buyer interest is established, the evaluation of formal proposals becomes a critical step in securing the right deal. At Crowe MacKay LLP, we guide you through this process with a sharp focus on both value and structure. We analyze each proposal in detail—reviewing not only the headline price, but also timing, payment terms, working capital targets, minimum cash requirements, and any proposed adjustments to EBITDA. We also assess the source of funds, buyer guarantees, and other key conditions that may impact the transaction. Our team supports you in negotiating terms that reflect your priorities and protect your interests. Whether you're comparing multiple offers or refining a single proposal, we help you understand the implications of each element and position you for a successful outcome.

Due Diligence Preparation, Guidance, and Responses

Once an offer is accepted, the due diligence phase begins—and it can be one of the most demanding parts of the transaction. At Crowe MacKay LLP, we take the lead in coordinating and managing this process to ensure it runs smoothly and efficiently. Our team prepares all necessary documentation and organizes the information buyers will need to validate their interest. We anticipate the types of questions that will arise and work proactively to ensure your team is ready with clear, accurate responses. From financials and operations to legal and compliance matters, we guide you through what to expect and how to respond. We act as a central point of contact, fielding inquiries from the buyer and their advisors, and helping you navigate the complexities of disclosure. Our goal is to minimize disruption to your business while maintaining momentum toward a successful close.

Data Room Development and Management

A well-organized data room is essential to a smooth and secure due diligence process. At Crowe MacKay LLP, we take care of setting up and managing a virtual data room that allows potential buyers to access key documents in a controlled and confidential environment. We ensure the data room is structured logically, with clear categorization of financials, legal documents, operational records, and other materials relevant to the transaction. Our team oversees the upload and maintenance of content, monitors access permissions, and ensures that sensitive information is only available to authorized parties. Throughout the due diligence phase, we actively manage the data room to keep it up to date and responsive to buyer inquiries—reducing delays and maintaining momentum toward closing. Our goal is to make the review process as efficient and transparent as possible, while protecting your business interests.

Transaction Negotiation and Consummation Support

Finalizing a transaction requires careful attention to detail and experienced negotiation. At Crowe MacKay LLP, we guide you through the final stages of the deal—ensuring that the terms reflect your objectives and protect your interests. We assist in negotiating the definitive transaction documents, incorporating findings from due diligence and addressing key deal components such as:

• Final Due Diligence Findings – Including price adjustments, holdbacks, and any conditions arising from the buyer’s review.
• Representations and Warranties – Clearly defining the obligations and assurances made by both buyer and seller.
• Penalties for Non-Compliance – Establishing remedies and consequences for breaches of the agreement.
• Payment Mechanisms – Structuring how and when the purchase price will be paid, including any earn-outs, escrows, or deferred payments.
• Preparation of SPA Schedules – Drafting detailed schedules that support the Share Purchase Agreement, including financial statements, asset lists, and legal disclosures.

Tailored acquisition support—from strategy to close.

At Crowe MacKay LLP, we understand that no two acquisitions are alike. That’s why we don’t rely on off-the-shelf solutions. Whether you're pursuing a single strategic target or evaluating multiple opportunities, our experienced team works with you to structure and negotiate a transaction that aligns with your unique goals.

Whether you need end-to-end support or assistance in select areas, our buy-side advisory services include:

M&A Strategy Development

We begin by helping you define the strategic rationale for the acquisition. This includes clarifying what you aim to achieve—whether it's market expansion, operational synergies, or portfolio diversification—and identifying the key criteria for evaluating potential targets.

Target Screening and Selection

Using your strategic criteria, we identify, contact, and assess potential acquisition targets that offer strong alignment and value. Our approach is discreet, data-driven, and focused on surfacing the right opportunities.

Dynamic Financial Modeling

Once substantial financial information is available, we develop valuation models that incorporate potential synergies and financing strategies. These models help you understand the financial impact of the acquisition and support informed decision-making.

Letter of Intent Development

Following initial engagement, we assist in developing and negotiating the Letter of Intent (LOI)—a critical document that sets the foundation for the deal. Our team works closely with you and your legal advisors to structure a reasonable and compelling offer, addressing key elements such as:

• Payment structure and valuation
• Timing and scope of due diligence
• Exclusivity provisions
• Covenants and conditions precedent

By managing both the outreach and LOI negotiation process, we help ensure that your interests are clearly represented and that the transaction moves forward with clarity and momentum.

Management of Due Diligence Processes

We coordinate and manage the due diligence process, conducting a thorough review of the target’s financials, operations, legal standing, and strategic fit. Our team ensures that all inquiries are addressed and that the findings support your valuation and deal structure.

Transaction Negotiation and Consummation Support

We guide you through the final stages of the deal—ensuring that the terms reflect your objectives and protect your interests. We assist in negotiating the definitive transaction documents, incorporating findings from due diligence and addressing key deal components such as:

• Final Due Diligence Findings – Including price adjustments, holdbacks, and any conditions arising from the buyer’s review.
• Representations and Warranties – Clearly defining the obligations and assurances made by both buyer and seller.
• Penalties for Non-Compliance – Establishing remedies and consequences for breaches of the agreement.
• Payment Mechanisms – Structuring how and when the purchase price will be paid, including any earn-outs, escrows, or deferred payments.
• Preparation of SPA Schedules – Drafting detailed schedules that support the Share Purchase Agreement, including financial statements, asset lists, and legal disclosures.

A customizable menu of services to support informed decision-making.

Due diligence is a critical step in any transaction, designed to verify the preliminary information provided by the target company and uncover any risks or liabilities that could impact the deal.

At Crowe MacKay LLP, our due diligence services are designed to be flexible and client-focused. We offer a comprehensive scope of work that covers all critical areas of a target company—but you don’t need to use everything. Whether you're looking for a full review or support in select areas, our services can be tailored to meet your specific needs.

Our due diligence offerings typically include:

Operational Due Diligence

We assess the target’s operational infrastructure, management practices, and internal control systems. Our team provides deep analysis across financial and operational dimensions, including:

• Quality of Earnings – We assess historical results, revenue and margin trends, overheads, and normalize EBITDA to uncover the true financial performance.
• Operational Assessment – We review key products, markets, customers, suppliers, and internal processes—including capacity, quality control, and R&D.
• Management & Staffing – We assess the organizational structure, key personnel, succession planning, and employee benefit schemes to identify vulnerabilities and strengths.
• Scalability & Integration – We evaluate operational efficiency and potential challenges in integrating the target business post-transaction.
• Financial Controls & Reporting – We evaluate budgeting, forecasting, and internal controls to identify strengths and areas for improvement.
• Accounting Policies – We compare the company’s accounting practices to industry norms and assess the impact of any inconsistencies.
• Balance Sheet & Cash Flow – We examine assets, liabilities, provisions, and working capital movements, along with operating and non-operating cash flows to assess liquidity and funding needs.
• Forecast Review – We analyze financial projections for accuracy, sensitivity, and covenant compliance, helping you understand future borrowing requirements and risks.

This analysis helps determine whether the business can sustain and grow post-acquisition, and highlights any operational risks that may require mitigation. Each component can be selected individually or combined as part of a broader due diligence engagement. Our goal is to provide the level of insight you need—no more, no less.

Accounting / Financial

We conduct a detailed review of the target’s financial health, including:

• Examining historical financial statements and reconciling them with generally accepted accounting principles (GAAP)
• Validating revenue recognition, expense treatment, and capital expenditures
• Identifying off-balance-sheet items or contingent liabilities
• Assessing working capital trends, cash flow stability, and debt obligations
• Evaluating the accuracy of forecasts and the assumptions behind them

This financial diligence informs valuation, pricing, and deal structure, and helps ensure there are no surprises post-close.

Tax

We review the target’s tax compliance and exposure, including:

• Verifying that all tax filings and payments are up to date
• Identifying any historical or ongoing disputes with tax authorities
• Assessing risks related to tax planning strategies or cross-border operations
• Evaluating potential liabilities that could affect future returns or trigger post-transaction penalties

Our due diligence process is designed to uncover hidden risks, validate assumptions, and support informed decision-making. Whether you're acquiring a business or investing in one, Crowe MacKay LLP ensures you have the insight and documentation needed to proceed with confidence.