Zenith · M&A Transaction Advisory
You've found the deal. Now don't lose it on the table.
Independent deal execution for lower-middle-market transactions ($500K–$50M). Whether you've received an offer, signed an LOI, or found a target — we sit on your side of the table.
Who It's For
For owners and buyers in a live or imminent deal who need a professional in the room.
- Seller in a live process — whether approached unsolicited, mid-LOI, or already working with a broker who isn't on your side
- Exit Ready graduate now in active buyer conversations
- First-time acquirer (Zenith Acquisition School graduate, family office, or HNW individual) who has found a target
- Strategic buyer acquiring a competitor — needs independent advisory to pressure-test
What We Hear
The exact words we hear from both sides of the table.
Seller-side
- "Someone approached me. I have no idea what to do next."
- "I got an offer. I don't know if it's good or if I'm being lowballed."
- "There are clauses in this term sheet I don't understand. I'm scared to sign."
- "Once I sign, I'm afraid they'll find something in DD and chip the price."
Buyer-side
- "I found a business I want to buy but I don't know what a fair price is."
- "The seller won't give me their real financials."
- "I've done an LOI but the deal is going sideways."
- "I want to use seller financing but don't know how to structure it."
On brokers & lawyers
- "My lawyer reviews legal terms — he doesn't understand business value."
- "My broker just wants to close. He's telling me to accept. I don't trust him."
- "I don't have a data room. The buyer is asking for one."
On being outgunned
- "The buyer keeps asking for more information. I don't know what to share."
- "He keeps asking me to lower the price for 'risk.' I don't know how to push back."
- "I'm negotiating against someone who does deals every day. I do this once."
The Real Cost
Going unadvised in a live deal is where SME owners get hurt.
The damage isn't always price — it's structure, timing and post-close exposure:
| Gap | Impact |
|---|---|
| Accepting the first offer without a counter-process | 20–30% underpricing |
| Signing unfair reps and warranties | Post-close clawback of 10–20% |
| No working capital peg negotiation | Buyer adjusts price by $50K–250K at close |
| Earnout without proper structure | Locked in 2–3 years; earnout never pays |
| Deal collapses in due diligence | 6 months wasted, confidential info exposed |
| Selling to the wrong buyer | 12 years of work handed to someone who destroys it |
A $3M deal advised by Zenith closes at $3.5M with clean terms. The same deal unadvised often closes at $2.6M with an earnout that never pays — or doesn't close at all.
What You Get
Four phases. Three to six months. One outcome.
We work alongside your lawyer and accountant — but we represent the deal economics, not just the documents.
01
Phase 01 · Week 1 · Deal Assessment
- Review of incoming offer or LOI: serious buyer? Fair terms? Real risks?
- Preliminary valuation to anchor our view of fair value
- Strategy: accept, counter, or run a competitive process
- Honest view — if the deal is bad, we say so. We'll recommend you walk away.
02
Phase 02 · Weeks 2–3 · Structuring & Counter
- Counter-offer strategy without damaging the relationship
- Structure options: asset vs. share sale, earnout, seller financing, retention
- Working capital peg — the most overlooked mechanism in SME deals
- Data room build: what to share, how, and what to protect
03
Phase 03 · Months 2–3 · Due Diligence
- Coordinating seller-side DD: respond efficiently without over-sharing
- Financial DD support: presenting normalised EBITDA cleanly
- Legal coordination: reps, warranties, indemnities, non-competes
- Red flag management when buyers try to chip down the price during DD — anticipated and prepared for
04
Phase 04 · Months 3–6 · Negotiation & Close
- Term sheet negotiation — Zenith represents your interests in every conversation
- Price chipping defence — anticipated and prepared for in advance
- Final SPA review with your legal team — checking for buried risk
- Final documentation, wire confirmation, transition
Pricing
Success-based. We get paid when you do.
| Structure | Amount | When paid |
|---|---|---|
| Success fee (seller-side) | 3–5% of transaction value | At close only |
| Success fee (buyer-side) | 2–3% of transaction value | At close only |
| Retainer (complex deals >6 months) | $5,000–$8,000/month | Credited against success fee |
| Minimum fee | $25,000 | Regardless of deal size |
Example economics
- Sell at $3M · 4% = $120,000
- With a 3-month retainer ($6K/mo): $18K + $102K success = $120K total
- Client receives $3M (vs. $2.6M unadvised) — net gain $280K+
- Buyer-side: 2.5% on a $2M buy = $50K. Often saves the buyer $200K–500K in price chips and unfair structure.
How to think about it
You pay us only when the deal closes. Any retainer is credited back against the success fee. Seller-side: our fee comes out of the value we create. Buyer-side: our fee protects you from overpaying and signing terms you'll regret for ten years.
Exit Ready clients receive a 1% success-fee discount when transitioning into Transaction Advisory.
Why Now
The market is moving.
Big 4 firms won't touch deals below ~$50M. Every transaction under that line has no professional representation — until now.
Lower-middle-market M&A is growing fast, led by healthcare and professional services.
Family offices and HNW buyers are increasingly active in direct acquisitions.
Our team has executed deals on both sides — fluent in investor and buyer psychology.
Captive buyer pool from Zenith Acquisition School — a trained network of acquirers actively deploying capital.
The window for clean SME transactions is open now. Macro headwinds will compress multiples in 2–3 years.
Case Studies
Selected Engagements
Amer
Helped a family office buy Amer Center.