Seller-adjusted EBITDA is not the number you will own.
We test every add-back against source evidence. Then we price what the transaction itself changes.
Each finding ties to a decision: proceed, reprice, restructure or walk.
- Free first look, written up in two days
- Fixed fee in writing first
- One accountable lead
Start with earnings. Add separation work when the deal needs it.
Normalized EBITDA, revenue quality, cash conversion and working capital, tested against source evidence.
A fixed-scope read before the LOI on whether a carve-out is executable and what it costs.
Standalone costs, transition services, systems, people and licenses, planned before closing.
Related-party rent to market, which property goes with the business, and sale-leaseback options.
Licenses, safety incidents, liens, court filings and loans that the seller's package may not show.
Then test what sits behind it.
Reconcile reported performance.
Start with the books, source records, cash activity, and accounting logic behind reported results.
Test the adjustments.
Separate recurring economics from supported normalization, owner items, one-time costs, and unsupported add-backs.
Trace revenue into cash.
Test customer quality, timing, margins, collections, and other drivers that explain whether earnings convert.
Establish working capital.
Define the operating working capital the buyer needs, including seasonality, aging, and close mechanics.
State what remains unresolved.
Open items stay visible, with the evidence that would change the conclusion.
A clean earnings answer can still leave the wrong transaction answer.
A transaction can alter costs, liquidity, contracts, revenue conversion, or external approvals.
Marston follows those issues when they can change the buyer's decision.
Every unsupported dollar of EBITDA is paid for at the multiple.
Find it before the LOI is signed, not after closing. The first look is free.
The next request should exist because it can change the decision.
Define the transaction question.
Start with the decision the buyer needs to make, rather than a generic diligence checklist.
Request the decisive populations.
Prioritize records that can resolve earnings, cash, working capital, or another binding question.
Trace findings to transaction consequences.
Show where the evidence changes price, structure, further diligence, or the decision to stop.
Escalate only when required.
External specialists enter when a finding reaches their authority, scope, or professional judgment.
The output should make the next decision easier.
Decision summary.
What changed, why it matters, and what it means for the transaction.
Normalized earnings bridge.
A source-supported bridge from reported performance to the earnings the buyer can defend.
Supporting schedules.
Revenue, cash, working capital, and other analysis tied to the questions that matter.
Open-item register.
Unresolved questions, missing evidence, and the specific items that could change the conclusion.
Have a live deal?
Send the target and the question that still feels unresolved. Five required fields. The rest is optional.
The final boundary is part of the method.
Marston Row Group does not provide audit, review, compilation, or attest services.
Marston Row Group does not provide legal or tax advice.
Financing and insurance activity stays with properly authorized parties.
Engagement terms control reliance, distribution, confidentiality, and permitted use.