Professional Guidance for Lower Middle-Market Transactions
A business transaction involves far more than agreeing on a price. MBE CPAs provides CPA-led transaction advisory support — from valuation through post-close integration — built specifically for deals under $25 million.
Built for the Market That Gets Overlooked
Large transaction advisory firms serve $250M+ deals. Business brokers focus on finding buyers and sellers. MBE CPAs fills the gap with sophisticated, CPA-led advisory for the $5-25M transaction market. This is the segment that’s most often underserved and underprotected. Our practice covers the full range of transaction services, from initial valuation and due diligence consulting through post-close operational support.
Certified Valuation, Not Guesswork
Full-Spectrum Affiliate Network
HR, payroll, marketing, and wealth management services embedded into post-close support, a depth of resources most advisory firms simply don’t have.
A La Carte or Full-Suite
Engage us for a single phase or the entire transaction lifecycle. Services are flexible and can be added or removed as your deal takes shape.
COI-Centered Approach
Our TAS practice is built for referral relationships, attorneys, CPAs, and bankers who need a trusted advisory partner when their clients are buying or selling.
OUR SERVICES
Four Phases of Transaction Advisory
Each phase can stand alone or build into a complete engagement. All services are focused on transactions under $25 million.
1. Determining Value
Buyer or Seller
Knowing what a business is truly worth is the foundation of every transaction. Unlike a broker’s price estimate, a certified valuation produces a defensible opinion of fair market value which is the number banks will lend against, boards will approve, and attorneys will reference throughout negotiations. The value is in the number, and the number has to be right.
- Formal business valuation with CVA-issued opinion of fair market value
- Reverse valuation to test whether a proposed deal price is supportable
- Rule-of-thumb consulting and industry multiple guidance
- Value range analysis to inform offer preparation
- SBA-ready valuation reports for financing purposes
2. Negotiations & LOI Support
Buyer or Seller
Price is only one element of a deal. The Letter of Intent defines terms, structure, contingenccies, and deal mechanics that will shape the entire transaction. There are far more elements to a deal than most people realize and getting the elements right matters just as much as the number. MBE CPAs works alongisde your attorney to shape the content and direction of the LOI, bringing CPA-level perspective to negotiations at every stage.
- Active participation in negotiation direction and deal structuring
- Consulting on LOI content, allocation structure, and deal terms
- Guidance on earnouts, seller financcing, and asset vs. stock purchase considerations
- Foreccasting post-acquisition cash flows to validate deal economics
- Support through multiple rounds of LOI negotiation
3. Due Diligence Assistance
Buyer-Focused
Due diligence is where deals succeed or fall apart. MBE CPAs provides both financial due diligence services and operational due diligence support, covering the full picture of what a buyer is taking on. Most CPA firms avoid this phase entirely because of the risk and coordination it requires. In transactions, it’s often what you don’t see coming that causes the most damage. Our due diligence consulting brings financial, tax, HR, legal, and technology review together to surface the issues that could affecct deal value or expose a buyer to liability after closing.
- Quality of Earnings (QoE) analysis to validate the true earning power of the business
- Financial due diligence services: historical performance, working capital, and debt analysis
- Operational due diligence: licesnses, registrations, HR compliance, and business continuity
- Tax due diligence: identifying liabilities, structural risks, and planning opportunities
- HR diligence (via outsourced partners): employee agreements, benefits, and compliance
- Legal and technology diligence coordination (outsourced)
- Financing assistance and lender relationship guidance
4. Pre- & Post-Close Consulting
Buyer-Focused
Closing day is just the beginning. The months following a transaction are often unsettled, with new systems, new teams, and unfamiliar obligations all arriving at once. Our operational transaction servicese are designed to stabilize your newly acquired business from day one. MBE CPAs and its affiliate network help the dust settle faster so you can focus on running the company.
- Accounting and bookkeeping services to establish clean financial records post-close
- HR supprot via Workforce Solutions
- Payroll setup and ongoing administration via Payroll Solutions
- Brand and marketing support via Brand House Marketing
- Wealth management guidance for buyers and sellers via MBE Wealth Management
- Pre-close readiness planning for licenses, registrations, and operational continuity
Have a transaction already in progress?
We can step in at any phase, even if negotiations have already begun.
Backed by Certified Exit Planning guidance.
Partner, CPA, Certified Exit Planner
Troy adds value by helping align deal structure with the owner’s long-term financial and exit goals.
WHO WE SERVE
Advisory Built Around Your Role in the Deal
Whether you’re acquiring a business, planning an exit, or referring a client through a transaction, our team can meet you where you are.
Business Buyers
Pursuing an acquisition and need to know if the price is right, what due diligence will surface, and how to structure a deal that protects you from day one.
Business Sellers
Planning or exploring an exit and want an independent, credentialed valuation — not just a broker’s listing estimate — to anchor your negotiations.
CPAs & Attorneys
Working with a client on a transaction but without in-house valuation, QoE, or post-close infrastructure. We serve as your trusted referral partner.
Bankers & Lenders
Requiring SBA-ccompliant valuations or QoE reports to support financing decisions on lower middle-market acquisitions.
LEADERSHIP
Credentialed. Practiced. Accountable.
Partner, CPA, Certified Valuation Analyst (CVA) — TAS Practice Leader
Ryan leads MBE’s Transaction Advisory Services practice with deep, hands-on experience in business valuations and transaction consulting across the lower middle-market. As a CVA, Ryan issues formal opinions of fair market value that meet bank, SBA, and legal standards. He actively participates in LOI negotiations, due diligence, and deal structuring to guide clients through every phase of a transaction. Our team is supported by a full affiliate network.
Ready to move forward? Share a few details and we’ll be in touch.
It only takes a minute to get started. Our advisory team typically responds within one business day.
FREQUENTLY ASKED QUESTIONS
Common Questions About TAS
What types of transactions does MBE CPAs advise on?
MBE CPAs focuses on transactions under $25 million, a segment of the market that is frequently underserved by large advisory firms and underprotected when relying solely on business brokers. We work on acquisitions, sales, and buy-ins across a wide range of industries within this size range.
What’s the difference between a business valuation and what a broker provides?
Do I need to engage all four phases, or can I use just one?
Our services are fully a la carte. Some clients come to us for a valuation only. Others engage us mid-negotiation when they need LOI support. Some are referred by their own CPA or attorney specifically for due diligence or post-close work. You can engage us at any phase and for any scope that fits your situation.
What is a Quality of Earnings (QoE) report and when do I need one?
A Quality of Earnings analysis evaluates whether a business’s reported earnings accurately represent its sustainable, ongoing performance. It adjusts for one-time events, owner discretionary expenses, accounting choices, and other factors that may distort EBITDA. QoE is most relevant for buyers conducting due diligence, especially in transactions where the purchase price is based on an earnings multiple, and is increasingly required by lenders involved in acquisition financing.
Does MBE CPAs find buyers or sellers for me?
No, MBE CPAs is a consulting and advisory firm, not a business brokerage. We advise on valuation, negotiation, due diligence, and post-close operations. If you need help finding a buyer or seller, we can refer you to a trusted business brokerage partner who specializes in that side of the process.
Is this service right for me if my buyer and seller are already identified?
Does MBE CPAs write the Letter of Intent?
The LOI itself is drafted by your attorney. MBE CPAs advises on the content, structure, and direction behind it, including deal terms, price allocation, contingencies, and negotiating posture. In practice, we work closely with legal counsel to make sure the LOI reflects sound financial logic and protects your interests throughout the deal.
Why do most CPA firms not offer due diligence or post-close support?
Phases three and four carry meaningful risk and require both the right credentials and the right infrastructure. Due diligence exposes a firm to liability if something is missed. Post-close support requires an affiliate network that most CPA practices simply don’t have. MBE CPAs has invested in both, which allows us to offer a scope of service that is uncommon in this market.
Ready to Start a Conversation?
Whether you’re a buyer, seller, attorney, or CPA with a client in a transaction, our team is ready to help.
All inquiries are handled personally by Ryan Weber.