Transaction Advisory
Clear, fast, deal-ready insight — so you can buy, sell, or invest with confidence and no surprises after close.
Overview
Every deal turns on the numbers behind it. From our Cleveland, Ohio headquarters, Pease Bell gives buyers and sellers the financial due diligence, quality-of-earnings analysis, and working-capital work needed to move quickly and negotiate from a position of strength — on transactions across all 50 states. We serve lower-middle-market owners, private-equity-backed platforms, and strategic acquirers, surfacing the risks and opportunities that matter and translating them into terms you can act on. As a Top 200 U.S. CPA firm, we pair deep diligence experience with the tax and accounting depth to structure the deal, set the purchase-price mechanics, and support a clean opening balance sheet after close.
What we deliver
End-to-end diligence and deal support for buyers and sellers, from first look through post-close integration.
Quality of Earnings (QoE)
We normalize EBITDA, test revenue and margin trends, and separate one-time items from recurring performance so you know what the business actually earns before you set a price.
Buy-Side Due Diligence
Independent financial diligence for acquirers and PE platforms — validating earnings, exposing accounting and cash-flow risks, and giving you evidence to sharpen valuation and negotiate terms.
Sell-Side Due Diligence
Prepared QoE and diligence readiness for owners planning an exit, so you control the narrative, anticipate buyer questions, and reduce surprises that slow or reprice a deal.
Working-Capital & Net-Debt Analysis
We analyze working-capital trends, help set a defensible peg, and identify debt-like items and cash so the purchase-price mechanics and closing true-up reflect the real business.
Deal Structuring & Tax Coordination
We work with your deal team to compare asset versus stock structures, model tax outcomes, and align the transaction structure with your after-tax goals on both sides of the table.
Purchase-Price Allocation & Opening Balance Sheet
Acquisition-method support under ASC 805 — allocating purchase price to identifiable assets and liabilities and building the opening balance sheet for clean post-close reporting.
Contact Us
Tell us about your business and a member of our team will be in touch.
When companies bring us in
Deals rarely fail on strategy — they fail on the numbers no one validated in time. Owners, investors, and acquirers engage us at the moments when independent financial insight changes the outcome.
- ✓Preparing to sell — an owner wants a sell-side QoE to control the narrative and avoid buyer-driven repricing late in the process.
- ✓Acquiring a target — a strategic buyer or PE platform needs buy-side diligence to confirm earnings quality and pressure-test the purchase price.
- ✓Add-on to a platform — a sponsor is rolling up a fragmented market and needs fast, repeatable diligence on each bolt-on acquisition.
- ✓Negotiating working capital — the parties disagree on the peg or net-debt items and need a defensible analysis to settle the closing mechanics.
- ✓Carve-out or post-close — a business unit is being separated, or the buyer needs purchase-price allocation and an opening balance sheet after signing.
Why buyers & sellers choose Pease Bell
Diligence and tax under one roof
Our transaction team works alongside the firm’s tax advisors, so structuring, purchase-price allocation, and after-tax modeling are coordinated — not handed off to a separate firm mid-deal.
Boutique attention, deal-ready pace
Full Service. Boutique Touch. Senior professionals stay on your engagement, giving you direct access and the responsiveness lower-middle-market deals demand — without the layers of a national shop.
Findings you can negotiate with
We translate the analysis into plain-English terms that hold up across the table — concrete adjustments, a defensible working-capital peg, and evidence you can use to reprice or protect value.
Our deal approach
A focused, deal-paced process built to give you decision-ready answers without slowing the transaction.
Step 1
Scope & data
We define the diligence scope with your deal team, request the right financial and operating data, and set a timeline that matches the pace of the transaction.
Step 2
Analyze & test
We normalize earnings, test revenue and margin trends, analyze working capital and net debt, and probe the accounting and cash-flow risks that affect value.
Step 3
Report & support
We deliver a clear QoE or diligence report, walk you through the findings, and stay engaged through negotiation, structuring, and the post-close true-up.
Transaction Advisory Team
Jennifer A. Barnes, CPA, MT
Partner
Ron Misconish, CPA
Partner
David Pease, MBA
Partner
John Stoops
Manager
Transaction insights from our team
Deal-focused analysis on quality of earnings, due diligence, and M&A structuring from our transaction advisory team.
- Sell-side prep
Preparing a Quality of Earnings Review Before You SellCore QoE explainer for owners planning an exit; strongest topical match for the QoE keyword.
- Sell-side diligence
Controlling the Narrative: The Value of Sell-Side Due DiligenceReinforces the sell-side due diligence capability and the ‘control the narrative’ framing.
- Acquisition accounting
ASC 805 Business Combinations: The Acquisition MethodSupports purchase-price allocation and opening-balance-sheet capability under ASC 805.
- Deal structuring
Stock Purchase vs. Asset Purchase: Tax and Legal DifferencesDirectly supports the deal structuring & tax coordination capability.
- Diligence risks
M&A Due Diligence Pitfalls: Deal Obstacles to AnticipatePractical diligence-pitfalls piece for buyers; reinforces buy-side due diligence.
- Innovation
AI in Transaction AdvisoryTeam thought-leadership tied directly to the transaction advisory service.
Transaction advisory FAQs
What is a quality of earnings (QoE) analysis?
A quality of earnings analysis tests whether a company’s reported profits reflect sustainable, recurring performance. We normalize EBITDA, strip out one-time and non-operating items, examine revenue and margin trends, and assess how earnings convert to cash. The goal is a clear, evidence-based view of what the business truly earns — the number buyers and sellers use to negotiate price and structure a deal with confidence.
How is a QoE different from an audit?
A QoE is not an audit and provides no opinion on the financial statements. An audit looks backward to confirm statements are fairly presented under GAAP. A QoE is a deal-focused analysis: it normalizes earnings, tests trends, and highlights risks and adjustments that affect valuation and deal terms. QoE work is faster, tailored to a specific transaction, and built to inform negotiation rather than satisfy a reporting requirement.
Should the buyer or the seller order diligence?
Both benefit. Buy-side diligence gives an acquirer independent validation of earnings and the leverage to sharpen valuation or renegotiate terms. Sell-side diligence lets an owner get ahead of buyer questions, control the narrative, and reduce the surprises that reprice or delay a deal. Many sellers now commission a sell-side QoE before going to market so the process runs faster and holds value through closing.
What is a working-capital peg and why does it matter?
A working-capital peg is the target level of net working capital the business is expected to deliver at closing. It matters because the final purchase price is trued up against it — if delivered working capital falls short of the peg, the buyer is effectively owed the difference. We analyze historical working-capital trends to help set a defensible peg and identify net-debt items, so the closing mechanics reflect the real business and disputes are minimized.
What is purchase-price allocation under ASC 805?
Purchase-price allocation is how a buyer assigns the total price paid to the individual assets acquired and liabilities assumed after a deal closes. Under ASC 805, the acquisition method requires recognizing identifiable assets and liabilities at fair value, with the remainder recorded as goodwill. We support this allocation and build the opening balance sheet so post-close financial reporting is accurate and audit-ready.
Do you work with private equity and lower-middle-market deals?
Yes. We regularly serve lower-middle-market owners, private-equity-backed platforms, and strategic buyers. For sponsors running an active acquisition program, we provide fast, repeatable diligence on platform and add-on transactions. For owner-operators, we bring senior, hands-on attention to what is often a once-in-a-career sale. As a Top 200 U.S. CPA firm serving clients in all 50 states, we scale the work to fit the deal.