Buy-Side Transaction Advisory · LOI Through Closing

You found the business. We get it financed, diligenced and closed.

Once an offer is accepted, the buyer is alone on the side of the table with the most to lose. The seller has a broker. The bank has a credit committee and a Quality of Earnings firm. We sit beside you from the term sheet to the first quarter as owner: structure, diligence, the loan process and the handover, with a senior advisor who has done it on more than a hundred deals.

Ask for a Scope See the Four Phases

● Never on a deal we represent. We are not a lender, and we do not write the QofE on a deal where we advise the buyer.

Who This Is For

Buyers with an accepted offer, and buyers whose deal is in trouble.

A first-time buyer under LOI on a $1.5 million contractor. A couple whose lender went quiet after the second credit question. A searcher whose Quality of Earnings came back with a number lower than the one in the LOI. In every case the work is the same: make the deal bankable, know what diligence found before the bank does, and keep the file moving until the wire clears.

Four Phases

From the term sheet to your first quarter as owner.

Each phase has its own deliverables and its own flat fee. Start wherever your deal is today.

Term Sheet & LOI

Structure

Price, equity injection, seller note and standby terms, earnout and working capital, built against the lender’s credit tests rather than the 80/10/10 template, and written as the terms for your LOI. If the deal cannot be financed as presented, you hear it here.

Under LOI

Diligence

The request list, the data room review, seller numbers tied to tax returns and bank statements, and the issues that move price or terms: customer concentration, unrecorded taxes, owner add-backs, leases and licenses. When the bank’s QofE arrives, we read it with you and respond to it.

Credit to Closing

The lender process

The lender package, the credit-review questions answered the same day, third-party reports and closing conditions tracked, and your attorney and CPA coordinated on the purchase agreement, so the file never sits waiting on something nobody owns.

First 90 Days

Post-closing

The working capital true-up, the seller note and transition terms tracked as agreed, the lender’s reporting calendar set, and a senior advisor on call for the questions that only come up once you own it.

When the Bank Orders a Quality of Earnings

The QofE answers the lender’s questions. Somebody has to answer yours.

SBA lenders commission a Quality of Earnings report on larger acquisitions, and many order one below the threshold. The report is addressed to the bank. The buyer gets a copy, a lower number than expected, and a week to respond.

WHAT THE QOFE DOES☰

Tests the earnings for the lender

Ties reported revenue and expenses to bank statements, tax returns and the general ledger
Accepts or rejects each add-back, and finds the expenses that were never recorded
Restates earnings, working capital and often the debt-service coverage the loan was approved on
Is written for the credit committee, not for the buyer

WHAT WE DO WITH IT⚖

Turns the findings into a deal that still closes

Read the report against the LOI, line by line, before you talk to the seller or the bank
Recompute coverage on the restated numbers the way the lender will
Rebuild price, seller note or working capital terms so the deal still clears credit
Draft the response to the seller and the lender, and sit in on the calls

We read the QofE. We do not write it on a deal where we advise the buyer.

What It Costs

A flat fee per phase, agreed in writing before the work starts.

Scoped on a 20-minute call once we have seen the LOI or the deal summary. No percentage of the price, no success fee, nothing that depends on whether you close. If you started with a Deal Review, that fee is credited.

One phase or all four. A buyer with a clean LOI may only need diligence and the lender process. A buyer with a declined loan starts at structure.
You pay us, nobody else does. We sign the broker’s NDA when asked and take no fee from the seller, the broker or the lender.
Your advisors stay yours. We work alongside your attorney and CPA, not instead of them, and we do not replace the lender’s own closing team.
A fast no is included. If the first read says the deal will not finance, you hear it in days and the engagement ends there.

Lenders We Have Worked With

In the past twelve months

Deals structured and placed with SBA and conventional desks, among many others:

Huntington Bank
Live Oak Bank
Climate First Bank
Milestone Bank
First Internet Bank
First National Bank
U.S. Bank
Banesco USA

Investment Consulting USA is not a lender and does not pre-qualify or approve loans. Lender names are firms we have worked with on client transactions; none endorses Investment Consulting USA.

What Clients Say

★ 4.8 on Google | Recommended on LinkedIn

What buyers and lenders say.

★★★★★Google review

“He has the mindset (and experience) of an entrepreneur and business owner … whether that’s financing, or deal structuring for example, always putting the best interest of his clients and the deal at the center. … He’s honest, straightforward, and does an exceptional job setting expectations with parties involved.”

Dan SullivanBuyer

LinkedIn recommendation

“They consistently bring quality deals to the table and do an excellent job keeping everyone involved in the transaction informed and aligned throughout the process. … They understand what it takes to get a deal across the finish line.”

Katrina NunleySenior National SBA Business Development Officer

Read every review on Google, and the recommendations on LinkedIn.

Questions Buyers Ask

Before you sign the term sheet.

The bank has a closing team and I have an attorney. What is left for you to do?

The bank’s team works for the bank, and your attorney drafts and negotiates the documents. Nobody in that room owns the numbers, the structure or the schedule from your side. We do: the diligence findings and what they mean for price, the coverage math after the QofE, the response to each credit question, and the list of what is still open and who owes it. Buyers who have one tell us it is the difference between a deal that drifts and one that closes on the date in the LOI.

Is this a Quality of Earnings report?

No. A QofE is an independent test of the earnings commissioned by the lender or the buyer, and on a deal where we advise the buyer we do not write it. Our work is to read it, reconcile it to the deal you signed, and rebuild the terms so the deal still clears credit. Quality of Earnings reports and appraisals come from Kerdai, the group’s independent QofE and appraisal firm.

What happens when diligence finds a problem?

It usually does. The question is whether it changes the price, the terms or the decision. We size it, recompute coverage, and tell you which of the three it is. Then we draft the ask to the seller in terms the broker will accept and the lender can finance: a price adjustment, a larger seller note on standby, a working capital peg, an escrow. Most problems found early become terms. Problems found by the bank first become declines.

Can you talk to the lender and the broker directly?

Yes, with your permission and with you copied. Lenders prefer a complete file and a quick, accurate answer to each credit question, and brokers prefer a buyer whose financing is organized. Both move faster when there is one person on your side who knows the whole file.

Do you work on businesses Investment Consulting USA represents?

Never. Sell-side representation and buy-side advisory do not touch the same transaction, and we tell you before any work starts if a deal you bring is one of ours. Read the independence policy.

Have a question first? Ask us directly.

Not ready for an estimate, or want to understand how we work before sharing any numbers? Send us a note. A senior advisor will reply privately, typically within one business day.

✓ Strictly confidential: your information remains between us
✓ No obligation, and no public listing of your business
✓ A direct conversation with a senior advisor

Prefer to talk? +1 (561) 765-2303 · info@ic-usa.com

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