Diligence · Capital · Insurance

Private deals and private risks, made underwritable.

Buyers, lenders, investors and insurers each underwrite a private company. We prepare it so they say yes, or tell you why not.

Diligence, capital and insurance for private companies. We prepare a business for the buyers, lenders, investors and insurers who underwrite it.

I'm buying

QoE, separation and Day-1 planning

I'm raising or selling

Capital structure, raises and buyer or target search

I need coverage

Trade credit, surety, cyber, marine and more

  • Free first look, written up in two days
  • Reply within one business day
  • Fixed fee in writing first
  • Confidential by default

Advising a buyer? Work with us on a mandate

02 / Where it matters most The business inside the business

Some of the best acquisitions are not for sale as companies.

A fire protection line inside an HVAC contractor. A second trade under one owner. A branch that could run on its own.

Buyers often skip these because separation looks expensive and uncertain. We make the cost and the work visible before anyone commits.

How a carve-out works: a parent company holds a core business, a separable business, shared services and property. At closing the separable business stands alone and needs its own costs, transition services, property terms and insurance.

Parent company today

Core business
Separable business
Shared today Finance, HR, IT, licenses, insurance
Property and leases Often owned by the parent or the owner
Standalone business

What it needs on Day 1

  • Its own costs and systems
  • Transition services from the parent
  • A lease or property agreement
  • Its own insurance and bonding

Sample case · synthetic

From seller-adjusted to transferable EBITDA

Seller-adjusted EBITDA of $2.85 million, less $360,000 of unsupported adjustments and $310,000 of run-rate standalone costs, leaves $2.18 million of transferable EBITDA.

$670K of adjustments found before price is set. At 5x, about $3.35M of price. Walk through the case
03 / How we work Three tests before we bring a deal

We bring a carve-out only when it passes all three.

A promising signal is not an opportunity. Each test has to hold before anyone spends real time.

  1. 01

    We can evidence it

    Records outside the business support that a distinct operation exists.

  2. 02

    We can show what it takes

    The separation work is specific: costs, people, systems, licenses and property.

  3. 03

    We can show who would buy it

    A buyer exists whose appetite for separation work matches what the deal requires.

04 / Trust Trust precedes process

The buyer must trust how the answer was reached.

01

Evidence stays visible

Facts, estimates, assumptions and open questions never blur together.

02

Scope stays narrow

Scope expands only when a finding creates a real need.

03

Relationships stay protected

Referral partners keep their client. Confidential information stays inside its permitted purpose.

Advising a buyer on a carve-out? We work inside your mandate, and your client stays yours.

05 / Firm Direct accountability

Directly led. Directly accountable.

Marston Row Group is founder-led, with a background in transaction advisory, carve-outs and technology diligence.

Each engagement has one accountable lead from the first question through final judgment.

Specialists join only when the transaction requires their authority or expertise.

06 / Questions Before you send it

What clients ask first.

Is this an audit?

No. Financial due diligence is not an audit, review or examination.

We do not give legal or tax advice. We flag the items your counsel and tax advisers should review.

Who do you work with?

Buyers, sponsors, owners and operating companies in the lower middle market.

Diligence centers on $5M to $30M acquisitions. Capital and insurance work covers a wider range. Not sure? Send it anyway.

What does it cost?

The first look is free: a 20-minute call, then a one-page read of the deal within two business days.

After that, each engagement has a fixed fee set by the deal's complexity. You see it in writing before work starts.

How early should we involve you?

Before the LOI is best. A separation diagnostic shows whether the carve-out is executable and what it costs.

Quality of Earnings follows once you are under LOI.

What do we receive?

A decision summary, a normalized earnings bridge, supporting schedules and an open-item register.

Each finding ties back to source evidence. See the sample case

Are you paid on the deal?

Our default is a fixed fee, agreed in writing.

If any other compensation applies to your deal, we disclose it in writing before work starts. We never do buy-side diligence on a deal we are selling.

Do you place insurance yourselves?

We build the file an underwriter needs and coordinate the process. Placement is performed by appropriately licensed parties.

Insurance is never discounted or bundled with other work. How each role works

How is our information handled?

Confidential information is used only for its permitted purpose. Principal activity is governed separately from client work.

Read the disclosures

I advise the buyer. Will you go around me?

No. We do not contact your buyer or the seller without your agreement.

How we were introduced and how we are paid is stated to your buyer in writing.

07 / Contact Direct + confidential

Send us the deal.

A short first note is enough. Tell us who you are and what you are looking at. Marston Row Group will respond directly.

I am

Reply within one business day.

Used only to respond to you. Privacy.

What happens next

  1. 1We reply within one business day, directly.
  2. 2A free first look: a 20-minute call, then a one-page read of the deal within two business days.
  3. 3If there is work to do, a fixed fee set by complexity, in writing first.
Or email directly
Role boundaries Read disclosures

Financial due diligence is not an audit, review or examination. Insurance work is subject to licensing.