Before Advisory

Your transaction, defended by a senior partner.

Sale, ownership transfer, fundraising, acquisition, financing: one mandate, one interest to defend — yours. The partner in charge carries it personally, all the way to signing.

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The transactions

Five transactions, one partner.

Your need may change — a sale today, an acquisition or a financing tomorrow: from one transaction to the next, you keep the same point of contact, the one who knows your story and with whom trust builds. A second partner follows the file in the background, ready to step in at any moment.

Sale

Valuation, information memorandum, competitive process among acquirers, negotiation of price and warranties through to closing.

Ownership transfer

Family, management (MBO/OBO) or mixed handover — reconciling the continuity of the business with your wealth objectives.

Fundraising

Equity story, investor targeting, term sheets, negotiation of valuation and dilution.

Acquisition

Approaching the target, valuation, structuring, coordination of diligence, negotiation of the agreement.

Financing

Scoping the need, approaching lenders, negotiating terms and covenants — debt or structured financing.

The mandate

Four stages, from preparation to signing.

Stage 01

Preparation

Valuation, equity story, information memorandum, data room. A file ready for demanding counterparties.

Stage 02

Competitive process

Targeting and approaching acquirers or investors, running a competitive process to make the tension between offers work.

Stage 03

Negotiation

Letters of intent, term sheets, structuring, coordination of diligence — price as well as warranties.

Stage 04

Closing

Final documentation (SPA, shareholders' agreement), satisfaction of conditions precedent, through to signing.

Deliverable extract

Not every €12m offer is worth €12m

What separates two offers is never the headline: it is the terms, negotiated line by line — and that is where the gap opens.

Headline offer from the buyer 12,000
Earn-out indexed on 2027 EBITDAcontingent — you stay to deliver the performance, or it plays out without you − 3,600
Warranty and indemnity escrow, 18 monthslocked up, not lost — duration and cap are negotiable − 900
Price adjustment on normalised working capitalthe reference level is set before signing, not after − 250
Adjusted net debt — finance leases reinstatedan off-balance-sheet item that becomes a price point − 480
Cash received at closing 6,770

Of the €12m headline, the share certain at signing is

The rest is contingent. Those conditions are not something you take as given: they are negotiated, before the structure is set.

56%

Illustrative example. Figures are fictitious and built on a common offer structure; no actual engagement is represented.

Before OS

A senior partner, backed by our platform.

The partner who takes your mandate runs it personally. So their time can go to judgement and negotiation, the mechanical part of a transaction — modelling, document production, data room setup — is carried by Before OS, our proprietary platform.

Our methods, our valuation models, our memoranda and our negotiation standards are codified in it. Each transaction builds on what was constructed before it and enriches it in turn — we don't start from a blank page.

Let's talk about your transaction.

We look at where your deal stands, what it's worth today, and what needs to be in hand before the process opens.

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