Diligence built around the right deal, not just a good one.
From pre-acquisition diligence through Day 1 onboarding, CFGI’s TAS practice guides corporate acquirers, private equity firms, and their portfolio companies across the full deal lifecycle. The team brings Big 4 deal pedigree, the buyer’s and seller’s perspective in the same room, and an execution mindset that keeps process pitfalls out of the way.
Four shifts moving deal teams right now.
M&A capital is back, integration timelines are compressing, and the way deals get sourced and screened is changing. Four shifts keep coming up in nearly every CFO and PE conversation we are in.
Capital is back, integration is the bottleneck
Capital is being set aside for acquisitions, integrations, and expansion. The question shifts from sourcing the deal to modeling and integrating at speed, with Finance ready to absorb the new entity without breaking the close.
Lower middle market still leads volume
Lower middle market deals comprise 75% of total deal volume. The headline narrative of a strong recovery is misleading, leaning on a small number of very large deals. The real opportunity sits in the bolt-on and tuck-in segment.
AI is changing the front end of the deal
CIM screening, target identification, and marketing-material parsing are moving into AI-assisted workflows. CFOs are also piloting AI to compress close cycles and free analysts from manual diligence work.
Cyber and ERP modernization at the deal table
ERP and EPM upgrades are accelerating, with data protection tied to deal resilience and post-close trust. Cyber posture and systems modernization show up in diligence findings that affect price, terms, and Day 1 readiness.
Six capabilities across the deal lifecycle.
From pre-LOI screening through Day 1 onboarding and post-close integration, CFGI’s TAS practice runs the diligence and advisory work that keeps the deal economics from drifting between LOI and close.
Buy-Side Financial DD
Quality of Earnings, P&L trend, working capital analysis, balance sheet review, off-balance-sheet obligations, and purchase contract reps and warranties review.
Sell-Side Readiness & Q of E
Senior practitioners embed alongside management to prepare financials and supporting processes for sale. Detailed Q of E built in partnership with management and bankers.
M&A Tax
Tax due diligence, structuring, SPA and APA advice, tax modeling for post-transaction planning, and identification of historical tax exposures.
Carve-Out & TSA
Dependency analysis for carve-out targets, separation planning, Transition Services Agreement negotiation, and standalone operating model design.
Operations & Technology DD
Systems and process assessment against the investment thesis, IT improvement and one-time cost identification, CAPEX and OPEX evaluation, and integration planning.
Financial & Accounting
- Pro forma EBITDA analysis and normalization
- P&L trend analysis and operational reviews
- Balance sheet and working capital trend analysis
- Purchase accounting considerations and adjustments
- Off-balance-sheet and contingent obligation identification
M&A Tax & Structuring
- Tax exposure identification across federal, state, and international
- Tax-efficient transaction structure recommendations
- SPA and APA tax provisions advice
- Tax models supporting post-transaction planning
- Reps, warranties, and indemnification considerations
IT, Cyber & Operations
- Systems and operating process assessment against investment thesis
- IT improvement project identification and prioritization
- One-time cost identification and quantification
- IT CAPEX and OPEX evaluation against growth plans
- Cyber and data protection diligence findings
Path to Exit
- Pre-marketing financial cleanup and process tightening
- Sell-side Q of E prepared with management and bankers
- Data room preparation and coordination
- Working capital negotiations and target setting
- Day 1 onboarding and integration runbook
Expert Access
A free introduction to a CFGI TAS subject matter expert in any product area: buy-side Q of E, sell-side readiness, tax DD, carve-out, or operational DD.
Best for: deal teams sizing the diligence scope before engaging.
AI & Automation Workshop
A free one-day micro-workshop in the deal team’s priority area: target screening, CIM parsing, close compression, or post-close reporting automation.
Output: a written summary covering issues, maturity assessment, and next steps.
Bolt-On Q of E
Significantly reduced rates on a small bolt-on Quality of Earnings or proof-of-cash assignment. The intent is to align expectations and establish the working relationship.
Best for: PE sponsors with a steady tuck-in pipeline.
Both sides of the table, on every deal.
CFGI’s TAS practice combines former Big 4 partners, ex-CFOs, and senior finance operators. The team has lived inside the company being sold, inside the company doing the buying, and inside the firm running the diligence.
Built for the full deal lifecycle.
- Sat in the seatsPartners who have served as CFOs, VP Finance, and EY TAS executives before joining CFGI. The operator perspective is in the diligence team, not subcontracted.
- Big 4 pedigree at depthFive additional Managing Directors and Directors with decades of Big 4 TAS execution. Senior attention is the default, not an upsell.
- Multi-disciplinary deal teamsFinancial, tax, human capital, operations, and technology diligence under one engagement leader. Hundreds of deals run with this same structure.
- Sector depth across the boardHealthcare, TMT, Consumer, Industrials, Financial Services, Media and Entertainment, and Business Services. Each sector led by a partner with deep sub-sector reps.
- No audit restrictionsCFGI is not an attestation firm. We can run diligence and post-close work alongside the company’s auditor with no independence conflict.
Six questions every deal team is wrestling with.
Is this a good deal or the right deal?
Good deal math gets you to LOI. The right deal needs verified assumptions, a tested integration thesis, and a working capital position the seller and buyer both stand behind. The work between LOI and close is what separates the two.
How do we model and integrate at speed?
Capital is being set aside for acquisitions, integrations, and expansion. Finance has to model the deal, build the Day 1 plan, and absorb the new entity without breaking the monthly close. Without senior practitioners in the room, this slips.
What does a clean carve-out actually look like?
Dependencies on the parent across IT, payroll, banking, vendor contracts, and legal entities all need to be mapped, priced, and time-bound. The Transition Services Agreement gets negotiated against that map, not against assertions.
What is the right Q of E in lower middle market?
Lower middle market deals lead the volume but the budget is tighter than headline coverage. The diligence has to be senior, targeted, and proportional to deal size, not a scaled-down version of a $1B playbook.
Are we letting AI shape the front end?
CFOs are piloting AI to screen CIMs, identify targets, and automate manual diligence work. Teams that wait risk losing the front-of-funnel speed advantage to competitors who are already in production with the tooling.
Is the IT and cyber story credible?
ERP modernization, cyber posture, and one-time IT costs increasingly show up in diligence findings that move price and terms. If operations and technology diligence is not in the engagement, the buyer is buying surprises.
Deals in numbers. Coverage in sectors.
Three deal archetypes told end to end.
Buy-side Quality of Earnings
PE sponsor or corporate acquirer pre-LOI through closeScenario
A PE sponsor or corporate acquirer has a target under LOI in a tight diligence window. The buyer needs verified Q of E, a working capital position, off-balance-sheet exposure review, and an integration cost model before signing.
Action taken
CFGI runs buy-side financial DD focused on Quality of Earnings. The team produces pro forma EBITDA analysis, normalizes for non-recurring and run-rate items, runs P&L trend analysis, builds the working capital trend and target setting, surfaces off-balance-sheet and contingent obligations, and reviews purchase contract reps, warranties, and indemnification considerations.
Outcomes
- Quality of Earnings analysis with normalization adjustments and run-rate view.
- Working capital target supported by trend analysis and seasonal mapping.
- Risk register covering off-balance-sheet items, contingent obligations, and tax exposures.
- Reps and warranties recommendations tied to identified risks.
Sell-side readiness and Q of E
Owner-operator or PE-backed company preparing for exitScenario
An owner-operator or a PE-backed company is preparing for sale and needs to walk into the process with clean financials, a defensible Q of E, an organized data room, and answers to the questions buyers will ask.
Action taken
Senior CFGI practitioners embed alongside management. The team prepares financials and supporting processes for sale, drafts a detailed Quality of Earnings analysis, organizes the data room, and supports working capital negotiations through the bid and final close phases.
Outcomes
- Sell-side Q of E ready for buyer scrutiny without rework.
- Organized data room with a clear navigation structure for buyer requests.
- Working capital target and supporting analysis pre-negotiated with management.
- Day 1 onboarding plan handed to the buyer with no integration gap.
Carve-out diligence and TSA
Standalone target inside a larger organizationScenario
A PE sponsor is buying a business unit being carved out of a larger parent. The target shares IT, payroll, banking, vendor contracts, and legal entity infrastructure with the parent.
Action taken
CFGI drives the analysis of all dependencies inside the carved-out unit, maps shared services across finance, IT, HR, treasury, and legal, prices and time-bounds the support obligations, then assists the client in negotiating the Transition Services Agreement against that map.
Outcomes
- Dependency map across IT, payroll, banking, vendors, and legal entities.
- TSA negotiated with priced, time-bound support obligations on both sides.
- Standalone operating model with named owners ready for Day 1.
- Integration runbook handing the carve-out to the new portfolio company.
Talk to the partners who run CFGI’s TAS practice.
Matthew Estadt
Managing Partner | Transaction Advisory Services
Leads CFGI’s TAS practice. Deep experience across pre-acquisition diligence, sell-side due diligence, and post-closing integration. Sectors include healthcare, technology, consumer goods, industrial manufacturing, construction, distribution, and business services.
Prem Williams
Partner | Sell-Side Leader, TAS
Leads CFGI’s TAS Sell-Side Services practice and the New York practice. 20+ years across M&A advisory and finance executive roles. Specializes in financial due diligence, separation planning, and sell-side process management.
Ready to verify the assumption before you sign?
Start with a free Expert Access call, a reduced-rate bolt-on Q of E, or a full buy-side or sell-side engagement. Same practice, sized to the deal.