Transaction advisory is the preparation and defence of financial information through a deal. Zenith produces quality-of-earnings analysis, builds and runs the data room, and answers buy-side or lender diligence directly — so the process moves on issues that are already understood rather than stalling on information that was never assembled.
Companies that want the findings surfaced as housekeeping months before a buyer surfaces them as price.
Investors needing independent analysis of a target's earnings quality and working capital before committing.
Companies where a financing turns on the defensibility of adjusted earnings and the borrowing base.
Portfolio companies running bolt-ons where the same diligence discipline is needed repeatedly.
Phase
Phase
Phase
| Term | Detail |
|---|---|
| Typical duration | QoE 3 – 6 weeks; full process support 3 – 9 months |
| Who embeds | Transaction finance partner plus a modelling lead |
| Deal size | USD 5m – 250m enterprise value |
| Reporting cadence | Weekly issue log; daily Q&A turnaround in live diligence |
| Deliverables | QoE report, EBITDA bridge, net debt and working capital analysis, data room, Q&A log |
| Handover point | Signing, or completion accounts where the mandate extends to them |
Commercial model
A fixed fee by scope, agreed before work begins, with process support priced monthly where the deal runs long. No success fee on a diligence mandate — the analysis has to be capable of telling the client not to proceed.
Trade spend reclassification and deduction reconciliation — the single most common source of consumer deal repricing — run before the process starts.
Quality of earnings on a lending book means the loan tape, the provisioning policy and the vintage curves. Buyers price what they cannot verify, so verification comes first.
EBITDA bridges that hold up through a commodity cycle, add-backs a buyer will accept, and a working-capital peg negotiated on evidence rather than assertion.
Returns provisioning, deferred revenue and cohort quality of earnings prepared before a buyer's adviser finds them.
Separating funded research from commercial earnings, defending grant and milestone recognition, and building a data room a strategic acquirer's team can work through unassisted.
Diligence on contracted assets: revenue contracts, availability history, O&M cost base, and the gap between the model and the as-built reality.
Normalising earnings across owning entities, charters and management agreements, and reconciling asset values to the numbers in the accounts.
Track-record attribution, fee-income normalisation and operational due diligence readiness — the three findings that reprice a manager stake.
Finding the cash wall the growth model concealed
Pre-raise financial review — identified a projected cash shortfall in the out-year driven by regulatory spend, receivables build and instrument capex stacking in one period
Before the process launches — ideally two to three months out. Findings discovered by a buyer become price adjustments; the same findings discovered early are housekeeping with time to fix them.
No. Quality of earnings is analysis prepared for a transaction, not an audit opinion, and it looks at different things: sustainability of earnings rather than compliance of statements.
Evidence and consistency. A one-off cost that recurs in three consecutive years is not one-off, and a buyer's adviser will find it. We test add-backs the way the other side will before they appear in a bridge.
The collection, usually. The index, the gap list and the disclosure judgement are where processes go wrong, and those are the parts we own.
Yes, and not on both sides of the same transaction. Buy-side scope covers earnings quality, working capital, net debt and the commercial assumptions behind the model.
It gets written down plainly and early. The value of the exercise is the client deciding what to do with a finding on their own timetable, rather than responding to it in a call with the counterparty.
Tell us the transaction and the timetable. If it is not something we should run, we will say so.
