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Big 4 Transaction Services: Pathway to Private Equity, or Just a Small Improvement Over Audit?

Big 4 Transaction Services

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At some point, almost everyone “becomes interested” in Big 4 Transaction Services (TS) teams:

  • Auditors fantasize about escaping from a boring, repetitive grind and moving into a higher-paying job with more interesting work.
  • Aspiring investment bankers think about their Plan B options and wonder if a Big 4 job offer might be a good pathway into IB.
  • Corporate finance professionals want to escape their repetitive work and assume that anything related to deals will be an improvement.
  • And career changers figure that Big 4 firms might offer easier pathways into higher-paying jobs in finance, consulting, and related fields.

I could go on, but you get the idea.

The point is, everyone debates the merits of these jobs, but there’s still a lot of confusion over what “Transaction Services” means.

We’ll delve into all these points in this article, but let’s start with the basic definition:

The Transaction Services Job Description

Transaction Services Definition: Transaction Services (TS) teams at Big 4 and other accounting firms advise on specific aspects of M&A transactions, such as financial due diligence and the valuation of intangible assets, and they help buyers assess the financial risk of deals; when TS teams advise sellers, they confirm financial results and business trends to potential buyers.

The TS group may also be called “Transaction Advisory Services” (TAS), among other names.

At the large accounting firms, such as the Big 4 , Transaction Services is usually split into different sub-groups:

  • Valuations and Appraisals
  • Financial Due Diligence (FDD)
  • Corporate Finance (may be a separate group)
  • Integration Services
  • “Business Recovery Services” or Restructuring (may be a separate group)

We will focus on groups #1 and #2 (Valuations and Financial Due Diligence) here.

Corporate Finance and Restructuring are quite different and don’t fit the TS definition above, and the Integration Services group is smaller and has less readily available information.

We did publish an interview about Big 4 Restructuring a long time ago, so refer to that for more details.

We’ve been using the name “Big 4 Transaction Services,” but many non-Big 4 firms and business valuation firms offer these services as well; examples include RSM, BDO, Grant Thornton, Moss Adams, and CLA.

The nature of Transaction Services roles differs heavily based on region .

In Europe, for example, TS teams analyze both historical financial information and forecasts.

But in the U.S., TS teams can analyze only past results due to regulatory differences.

As a result, you gain more exposure to actual financial modeling in European TS roles, and the exit opportunities are better.

Big 4 Transaction Services vs. Investment Banking

Professionals in TS groups work on deals differently than investment bankers.

M&A investment bankers execute the entire deal process from start to finish, including finding and contacting potential buyers and sellers, marketing the company, and negotiating the purchase agreement.

By contrast, Big 4 TS teams:

  • Work on only one specific part of the deal (e.g., when a potential buyer is conducting due diligence, or when a deal is closing and the buyer needs to integrate the company and re-value the seller’s Balance Sheet ).
  • Are paid on an hourly basis with fees that are not linked to the deal closing successfully.
  • Earn fees per engagement somewhere in the $200K – $800K USD range , which is less than what investment banks earn even on “small deals” (but the collection probability is also much higher).

The exceptions here are the Corporate Finance and Restructuring teams at Big 4 firms, but they’re often considered separate from Transaction Services (see below).

Valuation vs. Financial Due Diligence vs. Integration Services vs. Corporate Finance vs. Restructuring

There are many groups within or around “Transaction Services,” so it’s worth explaining how they differ.

The Valuation, Financial Due Diligence, and Integration Services teams all advise on specific aspects of deals and get paid for specific projects, so they fit the definition above.

The Valuation group, similar to business valuation firms , usually works on tasks like purchase price allocation , re-valuing sellers’ assets and liabilities in M&A deals, Goodwill impairment testing, and the valuation of financial assets.

If you’re in the group, you’ll learn far more about valuation than the average banker, but you won’t get much exposure to entire deal processes or other types of modeling.

The Financial Due Diligence (FDD) group digs into companies’ financial statements to highlight trends and identify “red flags” before buyers complete M&A deals.

For example, they might determine the key revenue drivers over the past few years, figure out the company’s cash conversion cycle, determine whether or not the provided EBITDA figures are accurate, and find the company’s “true debt” levels (including hidden and off-Balance Sheet items).

Quality of Earnings (QoE) reports to assess a company’s recurring earnings and the validity of its accounting policies are also common.

The FDD team typically does this work during the bidding phase of an M&A deal, when potential buyers have access to the seller’s data room.

Finally, the Integration Services team assists with the post-merger integration process when the buyer and seller’s financials, taxes, reporting, and other systems must line up.

In contrast to these three groups, the Corporate Finance and Restructuring teams are much closer to investment banking.

The Corporate Finance team at most Big 4 firms is an internal investment bank that executes entire M&A deals from beginning to end.

The experience is more relevant for IB/PE roles, but these CF teams also tend to work on smaller deals than the FDD teams.

If the TS team works on due diligence for $1 billion deals, the CF team might execute deals in the $100 million – $200 million range.

So, the CF team is more like a middle market or boutique investment bank .

The Restructuring team is a cross between Restructuring investment banking and turnaround consulting , so please see those articles for more.

Also, take a look at our past coverage of Big 4 restructuring in the U.S. and Europe .

Recruiting: How to Join a Big 4 Transaction Services Group

Some Transaction Services groups hire candidates directly out of undergraduate or MBA programs, but internal hires from other groups, such as audit, tend to be more common.

On-campus recruiting, when it happens, usually takes place at the top ~10 schools in the country for accounting, which are different from the “target schools” for investment banking.

For example, in the U.S., the list might include universities like Notre Dame, the University of Illinois at Urbana-Champaign, UT Austin, BYU, Michigan (Ann Arbor), and others in that tier.

There is some overlap with the top schools for IB recruiting, but relatively few students from the Ivy League and equivalent schools end up in these roles.

An accounting degree helps, but it’s not necessary if you’ve had enough relevant work experience, and you already have the required Excel, accounting, and analytical skills.

The CA or CPA certifications can help if you’re moving into TS from another full-time job; accountants take these credentials more seriously than bankers (but again, it’s region-dependent).

If you want to move from audit to Transaction Services , hiring usually occurs after tax season each year.

However, you may need to network for around a year to get to know everyone in the TS group and maximize your chances.

So, you might be looking at 2-3 years to move from audit to TS.

If you want to improve your chances, involve yourself in the audits of acquisitive companies or ones with complex issues around revenue recognition, stock-based compensation, or intangible assets.

Transaction Services Interview Questions

If you network your way into the interview process, you can expect a few rounds of interviews with behavioral/fit and technical questions, potentially a case study or Excel test, and then a final-round interview with the Partners.

The interview questions are very similar to investment banking interview questions , but they’ll focus more on accounting and valuation and less on topics like LBO modeling.

For example, expect questions about what the Change in Working Capital means, EBIT vs. EBITDA vs. Net Income , and “accountant only” topics like trial balances and how to walk through events using debits and credits rather than financial statement changes.

The case study or Excel test could involve almost anything, so here are a few examples and practice exercises:

  • Excel Database Functions
  • Excel Practice Test for Interviews with INDIRECT, MATCH, and SUMIFS
  • INDEX/MATCH Tutorial
  • 3-Statement Modeling Case Study (30 Minutes)

The Transaction Services “Work Product”

It’s difficult to find real examples of the reports that TS teams write because there’s no disclosure requirement.

I managed to find one short, partially redacted example, which you can access below:

  • Taylor Torrington and Associates – Financial Due Diligence Report (PDF)

Just like an investment bank can advise the buyer or the seller in an M&A deal, a TS team can also advise either party.

If the seller hires the TS team, the deliverable is usually a “vendor due diligence” (VDD) report that makes it easier for potential buyers to analyze the seller’s business before placing a bid.

If the buyer hires the TS team, the output is usually a “due diligence report” based on the seller’s data or a review of the seller’s existing VDD report, where one TS team challenges the conclusions and adjustments of another TS team.

Besides the tasks mentioned above – analysis of revenue drivers, normalization of metrics like EBITDA and EPS, Working Capital and cash conversion cycle analysis, and determination of “true debt” levels – a few others include:

  • Detailed revenue analysis , broken down by customer, channel, geography, and product.
  • Customer contract analysis , including any onerous or hidden terms.
  • Trial balance analysis to detect shenanigans in the underlying debits and credits.
  • Lease analysis , where the team estimates the ongoing costs and rental increases from existing leases and the ones that need to be renewed.
  • Revenue and EBITDA bridges that demonstrate how both metrics have changed based on products, channels, and customers.
  • Budgeted vs. actual numbers to judge the accuracy of management’s past forecasts.
  • Inventory analysis , including aging, inventory by product, average levels, and provisions.
  • Review of financial forecasts (outside the U.S.) to determine whether they’re completely fictional or somewhat believable.

Professionals in the TS / FDD teams may also interview management about everything above, and they’ll write a detailed report with their findings at the end of the process.

If you’re in the valuation team, your work tasks will be similar to the ones covered in the business valuation firms article, with a focus on numbers rather than written reports.

What Do You Do as an Associate, Manager, Director, and Partner?

The hierarchy in Transaction Services differs a bit from the ones in investment banking and private equity careers , and the general shape looks like this:

  • Associate or “Consultant” – The entry-level role, where you do a lot of data and financial analysis (~2 years for a promotion from here).
  • Senior Associate or “Senior Consultant” – The next level up; similar work, but you get the more interesting bits (~3 years for a promotion).
  • Manager – You lead the Associates and review their work to write the reports (~3 years for a promotion).
  • Senior Manager – You lead the Managers, perform reviews, and delegate work to everyone else (~3-6 years for a promotion)
  • Director / VP – You do final reviews of the FDD and valuation reports and start managing client relationships (promotion time is highly variable).
  • Partner – This one is divided into Junior Partner and Equity Partner roles, and your job at this level is to win new clients and more business from existing clients.

If you perform very well, you might reach the Partner level in 10-15 years.

But don’t be fooled: it’s not necessarily “easier” to reach the top than in investment banking because the turnover is also lower .

In particular, it’s difficult to get promoted beyond the Manager level because few people leave the job at that stage, and you need to start showing evidence of your ability to generate revenue to advance.

Transaction Services Salary, Hours, and Lifestyle

Let’s start with the hours and lifestyle since those are easier to describe: expect to work around 50-60 hours per week .

There are occasional late nights and weekend work, but nothing like the frantic nature of investment banking.

In normal, non-pandemic times, you might also have to travel to client sites occasionally, but far less than the travel schedule required in management consulting.

Before giving the compensation ranges, it’s important to explain the Transaction Services business model.

The fees from TS engagements are lower than audit fees, but the margins on the engagements are higher .

Many deals are staffed with a Partner or Director, a Senior Manager, and 2-3 Managers and Associates.

If an engagement takes a few professionals a month to complete, and it results in $300K in fees, that’s a very healthy profit for the firm.

The budget for each engagement is 100% negotiable with the client, and in some cases, firms end up billing clients less if a deal falls through – because of relationships and the desire to win future work.

These factors explain why total compensation (salary + year-end bonus) is higher than audit compensation but lower than investment banking salaries :

  • Associate: $80K – $100K Base + Up to 30% bonus ($100K – $130K total)
  • Senior Associate: $115K – $145K Base + Up to 30% bonus ($150K – $190K total)
  • Manager: $150K – $190K Base + Up to 30% bonus ($200K – $250K total)
  • Senior Manager: $190K – $220K Base + Up to 30% bonus ($250K – $290K total)
  • Director / VP: $220K – $300K Base + Up to 30% bonus ($290K – $390K total)
  • Partner: $600K – $2 million+ in total compensation (if profits for the Equity Partners that own part of the firm are also counted)

NOTE: Compensation figures as of 2022.

The average total compensation for a Partner is probably just above $1 million, depending on bonus levels and profit share in the year.

There are cost-of-living adjustments, so expect lower compensation if you’re in a cheaper location outside major financial centers.

For all positions except Partner, the base salary comprises the bulk of the total compensation; the year-end bonus might be a max of 30% of your base salary.

Often, the best way to increase your earnings is to switch to a different firm and negotiate for a higher salary and bonus.

Promotion Within Transaction Services Groups

You might now be thinking, “Well, the pay is lower than IB or PE pay, but I can just grind it out until the Partner level and earn a lot!”

Not so fast: 1-2% of new hires might eventually become Junior Partners.

And even fewer will make it to the Equity Partner level, where total compensation moves over $1 million due to ownership in the firm.

To reach those levels, you need to generate millions of dollars in revenue each year.

An average assignment could be worth something in the low-hundreds-of-thousands range, so that requirement translates into 10-20 signed engagements each year.

So, it’s arguably even more difficult than what a Managing Director in investment banking does because an MD can close a large deal or two and earn their pay.

Juggling dozens of clients and potential clients and trying to win assignments from them requires more multi-tasking and constant attention.

Oh, and if you do not advance to the Partner level, your exit opportunities are fine, but not spectacular:

Transaction Services Exit Opportunities

The top question here is “Can I get into private equity ? I’m dreaming of private equity. Can I break into Blackstone or KKR directly from a Big 4 TS team?”

And the answer is “No, probably not .”

Some people do move from TS into private equity, but this usually happens:

  • Outside the U.S.
  • At smaller/startup funds.
  • If you’ve worked with highly relevant clients, such as PE firms executing deals and bolt-on acquisitions .

The issue with moving directly into private equity is that you don’t gain experience working on entire deals from start to finish in TS.

It makes more sense to use a TS role as a springboard into investment banking or the internal IB team (“Corporate Finance”) at the Big 4 firm, and then move into PE from there.

Other exit opportunities depend on how long you’ve been working in the TS group:

  • 1-3 Years: It’s possible to win IB roles, but more so at boutique and middle market firms; FP&A roles in corporate finance , corporate development jobs , and certain consulting roles are also plausible.
  • 4-6 Years: You could get into corporate development , but investment banking gets more difficult at this stage because you’ll be over-qualified for Analyst roles. Corporate finance is still an option.
  • Past 6 Years: At this stage, you should just stay and make a run for a Partner-level role. If you want to leave, maybe move to a client and perform their valuations and due diligence in-house.

Is a Big 4 Transaction Services Team Right for You?

Overall, Transaction Services jobs are “OK.”

In terms of Plan B options for winning IB/PE roles, my view is that corporate banking and even independent business valuation firms come out ahead.

The main problem is that TS is an indirect/lengthy way to break into the industry because:

  • You usually need to join another Big 4 group, such as audit, and work there for a few years…
  • …and then move into TS, work there for a few years…
  • …and then move into IB.
  • And there’s still no guarantee of winning this IB role because it depends on your region, clients, and the hiring market at the time.

Big 4 TS teams make the most sense if:

  • You want to stay in the industry and work at a Big 4 firm for the long-term;
  • You want to get into corporate development or win a related corporate role without doing IB first; or
  • You’re in a region like Europe, where it’s somewhat easier to move into IB/PE due to the skillset differences.

Longer-term, there is also some risk of commoditization and automation because reviewing a company’s historical financial information is not exactly rocket science.

Yes, humans will always need to be involved, but with more advanced technology, lower headcounts could potentially support client engagements.

That said, the Transaction Services group beats audit in terms of pay, work, and exit opportunities.

So, if you’re bored to tears in your audit role and itching to do something different, TS is a good place to start.

If you liked this article, you might be interested in reading The Corporate Finance Analyst: Promising Career Path, or “Plan B” if Investment Banking Doesn’t Work Out? or The Full Guide to Lateral Hiring in Investment Banking.

deloitte transaction services case study

About the Author

Brian DeChesare is the Founder of Mergers & Inquisitions and Breaking Into Wall Street . In his spare time, he enjoys lifting weights, running, traveling, obsessively watching TV shows, and defeating Sauron.

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63 thoughts on “ Big 4 Transaction Services: Pathway to Private Equity, or Just a Small Improvement Over Audit? ”

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Hi Brian, thank you so much for the insightful articles. I noticed you mentioned big 4 corporate finance a bit here, do you have an article that provide more insights over the big 4 corporate finance? (e.g. difference between IB, how to break into it, qualifications, exit opportunities). I am currently in audit and looking for a change. Appreciate your help!

deloitte transaction services case study

We don’t have anything on Big 4 CF vs. IB, specifically. But there are a few other articles on Big 4 groups if you do a search:


Some are much older, but I don’t think too much changes over time other than the salary/bonus levels. I’ll see if we can cover this topic in the future.

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Hey brian can you tell me what is the percentage chance of winning IB Analyst role from Big 4 TAS/TS? Is it too difficult to convert from Big 4 to IB? And what percentage of the chances are very good win IB analyst role from Big4 TAS/TS?

I can’t give you an exact percentage because I don’t know how many Big 4 professionals apply for IB Analyst roles, but I would say it’s “doable but not necessarily easy.” The problem is that many people take these Big 4 roles with the aim of moving into IB eventually, and lateral hiring for IB roles comes and goes in waves based on market conditions and deal activity. So you’re up against a lot of competition and not-very-consistent open spots at banks. If you put in enough effort over a long enough period, you should be able to find something, but it might be at a smaller bank.

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These salary numbers are laughably off…managers aren’t taking home 250k, and seniors aren’t doing 190k lol. all these pay ranges need to drop down level outside of partner. Also, seniors get a max bonus of maybe 12%, it’s a formula at most Big 4. A&M is the only firm that is paying above big 4 and it’s just a sell side shop.

The original version of this article from ~2 years ago had lower numbers, but then people left comments saying they were too low, at least in the U.S. So we increased them based on these comments.

Since 2022 was a terrible year for most finance firms, including banks and the Big 4, bonuses are now lower and below the ones here. And outside the U.S., I don’t think they were ever close to these figures.

The point here is that salaries and bonuses sometimes change slowly over a long period (2010 – 2019) and sometimes very quickly in a short period (2020 – 2022). We will probably revisit this topic and update the ranges later this year or just eliminate them altogether. Keeping track of Big 4 salaries/bonuses each year adds exactly $0 to my revenue, given that it’s not at all the core focus of this site, so it is not very high on the priority list.

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Do you know what an associate salary range would be at a non big 4 firm?

Traditionally, non-Big 4 firms paid around 20% less than the Big 4 firms, but the last data point I have is from 4-5 years ago, so I’m not sure currently. I would imagine that there is still a discount, but no idea if it’s closer to 10%, 30%, or something else now.

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Do exit options between Valuation and FDD differ?

Maybe a little, but the difference is very small vs. working in a completely different group or firm type. Valuation is arguably better for the types of exit opportunities discussed on this site because it’s closer to what bankers do; FDD requires more in-depth accounting knowledge, but that’s less important in banking vs. understanding the story and spinning the company correctly.

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Hi Brian Thanks for this amazing article I am 33 years old started working as an associate in accounting& payroll services in PwC about 14 months ago, now I got an offer from Deloitte as an associate in TS with little higher salary. Do you see it’s better to move to TS in Deloitte or stay in Accounting in PwC considering that I don’t have a big experience in accounting and I am looking for which is better in the future. Thank you

I would move to TS at Deloitte because the work is more interesting, the salary is higher, the exit opportunities are better, and you’ll learn about accounting in either one. And the brand/reputation is the same level.

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Brian – I am a long-time follower of your website / content, great work. Your TS Compensation numbers are a bit outdated. I thought I’d share the new Big 4 base compensation numbers with you and your followers (bonus various and is generally up to a max of 30%): Associate ($80k – $102k), Senior Associate ($117k – $145k), Manager ($156k – $188k), Senior Manager ($186k – $216k), Director ($216k – $301k). Partners ($600k – $2M) – most partners sit at $1.XXM.

Thanks, updated.

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Hi Mr.Brian. For starters, immensely thankful for coming up with this article. Quite insightful and exhaustive. Truly helpful for professionals who have just started our careers in the finance domain.

Question: I am a 27 year old engineer male, passed cfa level 1, with 2.8 years work ex at Morningstar, Senior Research Associate. Now having done my MBA in finance, I in my last semester right now, i have accepted an offer from Grant Thornton India, Strategy and Transactions team. Basis my profile, can you enlighten me about what i can expect in this role and what are my exit opportunities. Also how should i go about my career from here on, if my finally wish to land up in one of the below 5 roles and, whether it possible at all to transition to these: 1. equity research 2. credit analyst 3. private equity 4. venture capital 5. corporate finance

This article is old but covers the Big 4 TS in India:


Salaries have probably changed over time, but the points about the work, careers, exit opportunities, etc., are similar/the same.

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Can you please comment on whether research analyst/associate jobs, be it in PE, IB etc. offer 401K contributions and match as part of the compensation package? I think 401k is a very important part of a job offer for me.

I believe they do, at least at the large banks, but I do not have the details on these packages, as people rarely report them along with salary and bonus figures.

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Is working in FDD or in Valuation better to break into corporate development

I don’t think there is a huge difference, but valuation is probably better (slightly) because much of the work in corporate development involves analyzing and valuing target companies to estimate how much your firm might pay for them. FDD skills can still be useful, but more at the stage when your company is already serious about making the acquisition, which doesn’t happen that often vs. doing a high-level target search.

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Great article.

Just to add, CF team at b4 regional office.

In UK, pay is significantly lower than described, esp for first 2 years.

Of our small team, 80% are internal hires from audit (usually high performers with 1-3 years exp) and 20% external hires at assistant manager level

Broadly looking more into direct graduate hires, 3 new coming this year w/ now summer internships too for CF specifically within TAS at regional offices.

CF is pretty much how you describe, operates like a MM

Thanks for adding that.

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Thanks for the article, Brian – feels like you’ve got an article for almost every question on my mind! I’m heading for a globally top 10 ranked MBA in Europe later this year, after working in a big 4 valuation team (back office for US clients). I didn’t work directly in the IB team, but I have been through the same trainings, have modelled LBOs, made decks for deals and have done due diligence valuation work for tons of PE/VC portcos.

How would you rate my chances of making it into the PE/VC arena? I do lack the end-to-end deal experience, but I am willing to put in the elbow grease if there’s even a 5% shot. Also, keeping in mind that the job markets I will target will be European.

I think you have a fairly good shot if you have this type of relevant experience (even if it wasn’t officially “working on deals”). The biggest issue will probably be that there are fewer MBA-level roles in Europe in general, so they’re arguably more competitive to win. But you should have as good a chance as anyone outside of former IB/PE professionals who are just going back into the field (no idea why they bothered with MBAs to begin with).

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Enjoy your work on here. Thanks for all the perspectives and data points. Have a quick point on comp ranges listed here. I have been a senior associate/senior consultant at two of the Big 4 firms in deals consulting over the last three years and my base salary alone across both firms (~$165k) is at the upper end of what you have listed for Senior Manager, and I know from discussions with other senior associate/senior consultant peers, that they are being paid similarly. Just wanted to point this out for you.

Thanks. We update the salaries in these articles periodically, usually once every few years once they’ve changed enough to justify an update.

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Recently graduated from a target Canadian school, previous internships include LMM PE and a top MM IB. For poor health and familial reasons, I wasn’t able to participate in IB recruiting, and signed with Big 4 M&A Tax Advisory. I was hoping to find my way back to IB after getting my CPA a year or two down the line, and was wondering if you had any insight into a viable path, or potential opportunities that I might have access to with these credentials. Thanks so much.

The best approach here is to move into a more relevant group at the Big 4 firm (valuation, the internal bank, etc.) and then use that to lateral into an IB role. Another option might be to join the valuation/transaction team at a smaller/independent firm and move in. Another degree, MBA, etc., is unnecessary with that type of experience.

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This is the first time, I am interacting with B4. Actually, I am from India NCR region. I am B-tech graduate in Electronics and Communication and working in Transaction Services as a senior trade processor for Deutsche Bank in BPO sector since 2016. Now I m pursuing MBA in Finance. Please suggest me how can I look my upcoming future in IB. And Kindly suggest what steps should I take in upcoming times.

OK, so the market in India is completely different, and most IB recruiting only takes place at the top IIMs. So I would read this article before you do anything else:


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Hi Brian, I am a recent grad from semi target and just started working at Big 4 business valuations group a few months ago. However, I came across an opportunity at BB in leveraged lending group (in their corporate banking/credit division). Which role do you think has better chance of transitioning to IB?

The leveraged lending group, easily. People move from corporate banking into investment banking fairly often.

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Excellent article, thank you. Can you recommend a source that would sort the specific services by industry deal type/experience? I’m looking for financial due diligence and valuation on a merger project, specifically in the direct hire executive recruitment space. Finding CPA and CFA firms that have supported M&A in this world is challenging. Plenty of staffing…endless…but the direct hire search side is very different. Nevertheless, thanks for the article.

Sorry, I cannot. This site focuses on careers in these fields, not the services that different providers offer, so we don’t track this information.

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Hi Brian – thanks for the article. I have 3 years experience in transactional banking (sales of treasury products like trade finance, cash management…) at a big bank looking to transition to structure/project/infrastructure finance at a BB. I have an opportunity to join a big 4 in their infrastructure deals advisory practice and tasks would be financial modelling (buy side modelling not acting as an advisor on the deals), risk analysis, business cases etc with most clients seemingly in the public sector. Would spending 1-2 years there be a good stepping stone to project/structured finance at a BB? Or maybe 1-2 years there -> M7 MBA -> BB? I’m based in Canada and open to relocate to US/UK if easier.

Yes. I think you might need a top MBA just because 4-5 years of experience is pushing it in terms of being able to join a large bank as an Analyst. The US and UK are much better for IB recruiting than Canada for a host of reasons (more positions, higher turnover, more exit opportunities), so I would recommend relocating if possible.

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Hi Brian, Is the PwC edge program which provides rotations across PwC deals functions a good starting point in my career? Can it lead to Investment banking roles in the Middle East?

Not familiar with it, but if it gives you rotations in some of the groups mentioned in this article, sure. It is more common to move from the Big 4 into IB in the EMEA region.

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Thanks for the article, TAS seems intersting with more normal working hours and i’m in ‘late to the game career switcher’ group

Currently passed cfa lvl 2 and hopefully this meant something on big 4 TAS

Regarding Valuation vs FDD division, which one is more suitable to cfa based person from non accounting background?

And which one have better working hours?

FDD is probably more directly relevant to the CFA, but they’re quite similar. Not sure about work hour differences.

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Hi Buds, I’ve worked both in Valuation and FDD as an Associate in a Big 4 TAS for around 2 years. Not yet a CFA myself but I agree with Brian that CFA is more useful in FDD. As to working hours, I think there are other factors that come to play such as the number and size of engagements you handle. But based on my experience, FDD usually involves more analyses compared to Valuation where at times it’s more of a plug and play.

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Hi Brian. Currently in my third year of TAS in Chicago where I’ve done both FDD and Management/Operational consulting projects for a wide range of clients (ranging from F500 to $10M manufacturing companies). Interested in making a move to sell-side IB and have a great network to lean on to potentially make this happen. My only hesitation is that I’ve already received my non-target MBA during my 4 years of school (due to being on scholarship for D1 basketball & coming into school with a semesters worth of AP credits – it was that or double major at the time), and I’m wondering if this hurts me. I know my options are probably more limited to smaller boutiques / regional banks if anything, but wanted to hear your thoughts on feasibility of this move / if it makes sense to you.

Realize it’s not a traditional path by any means, but I have relevant skills/experience now (from both FDD/QofE projects and consulting engagements) and am hoping it’s not too late for me to break in. Also, been reading a lot on how COVID has caused a lot of turnover in IB, so wondering if this would help my chances or if you’ve also heard this. Thanks a lot for any advice/input!

It may hurt you a bit at the large banks because they won’t necessarily know what to do with you, but smaller firms might be more open to it. It’s usually very difficult to get in via a non-target MBA, but you’re an exception since you have directly relevant experience. Yes, turnover is definitely higher in IB now because work-from-home has made everyone depressed. I think you should just start networking with a variety of different banks and see what turns up.

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Hi Brian, this article seems to focus more on TAS from an experienced associate/auditor POV but it looks like in recent years, this space has been opened up to undergraduate students. As a student who was only able to get an FDD internship for my junior internship, what would you recommend as next steps? Should I accept a FT and try to get an M7/T10 MBA after a couple of years? Recruit for a boutique IB firm for FT? I’m pretty fixed on getting my MBA though so I’m not sure what would look better. Try recruiting for FT CB at a BB? Any advice would help!

Accept a FT offer and then try to move into IB as a lateral hire. I don’t really think you need an MBA to transition into IB if you have that type of experience. Only do it if networking / lateral recruiting does not work.

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Hey Brian, This summer, I’ll be working at a Big 4 firm in their Business Tax Consulting division, where I’ll be working exclusively with Financial Services companies. I will be applying to IB summer internships next year. Do you think this Big 4 internship is relevant enough for IB or should I look for more relevant internships? I’m in London if that helps and already had an investment banking spring week, along with a consulting one and asset management one. Thanks!

It’s good enough.

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I am currently doing federal tax at big 4 for a year now. I want to move into TS valuation and modeling. What do you think is the chance? Thanks!

It’s possible, but you need to start far in advance and network extensively to get in. See: https://mergersandinquisitions.com/big-4-transaction-advisory-services-corporate-development-financial-institution/

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Would you advise doing a traineeship at big 4 TS in Europe. Here i will work at 4 different TS departmemts during 2 years.

Or would you recommend to go for a PE or CF boutique directly if possible?

What are your goals? If you want to do IB, go to a PE or CF boutique. If you want to stay in the Big 4, do the Big 4 TS traineeship.

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Insightful article as always. I’ve been a long time reader and you articles have helped me to secure 2 offers from Big 4 Advisory/Transaction services. However, these 2 roles are quite different and I’m not sure which offer to accept, so I would appreciate if you could give me some insights in terms of the career prospects and exit opportunities. Some details of the roles below:

1. Deloitte: Associate – M&A Group (Commercial Strategy & Research) – Financial Advisory – 50% Strategy/consulting projects for corporates, 50% on M&A deals, mostly pre-deal commercial due diligence

2. EY: Strategy and Transactions – Valuation modelling and economics – Mostly modelling work on asset valuation. ~60% time working with audits, rest of the time works on deals, litigation etc.

As you can see, these two positions are quite different in nature and it may lead to a very different career path down the road. So I was hoping to learn what would be the prospects and exit ops for each respectively.

Thanks, and I look forward to hearing back from you.

Thanks. The second one is probably better because you’ll at least be doing some modeling work there. The first one sounds very qualitative, and you may not get “credit” for deal experience there. 60% of your time spent on audits isn’t great, but at least you’ll be able to point to some exposure to valuation and modeling for specific clients.

I see – what about exits to corporate development? Would the first one provide good exit opportunities to corp dev? I quite like the first one as the work seemed more interesting but I’m not sure what kind of exits it would provide.

Potentially, yes, but it’s hard to say because the description sounds vague. But I don’t think there’s a huge difference between them, at least not based on the descriptions.

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Brian – what do you recommend if a candidate has too much non finance experience (eg. 10 yrs of accounting + auditing) if they should leave out those experience off the resume if applying for the analyst/associate level opening at PE?

Potentially, yes, but you do still have to list a university and graduation date. I think you could get away with leaving out the oldest ~5 years of experience and maybe just add a line that says you started out in audit and moved into some other group at your firm.

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Thanks for your insightful article. I Would like to receive your opinion, I did 6 years in banking in treasury, capital markets, Murex projects, and derivatives analysis, then I did 3 years of equity research and finally 3 years in consulting in Europe at functional corporate banking activities such as capital markets, Murex and cash management. I got a master at non target school in corporate finance a few years ago. I Would like to get a job in transactions service, corporate development, M&A, corporate finance or even sales and trading, do you think I still have a change and In which field may I improve the opportunity to get interviews and job in Europe? Additionally I am around 40 years, I appreciatte your ideas and help

I think it will be difficult to move into any of those at this stage without an MBA. Maybe transaction services or corporate development, but you have a long work history that might be difficult to summarize/explain.

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Not sure if this exists in the US but other parts of the world also have a dedicated modelling team which sit close to the valuation team. Except their main deliverable is a model for clients to use or auditing a model created by a client. This can range from valuation modelling, project finance modelling, operational modelling to really random pieces of work like HR payroll modelling – so experience can vary vastly and dictate what future exit opps you may get. Generally this team can place quite well into analyst positions at MM/Boutique IB, small PE funds, decent sized Infra PE funds, equity research and corporate development

Thanks for adding that. Yes, a dedicated modeling team that does real financial modeling can also place well in those roles. Regulations in the U.S. limit how much teams can advise on projections.

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Not sure if this is true outside of the UK, but equity research is a pretty common exit too, not just from big4 TS but big4 ACAs in general.

Thanks for adding that. Yes, TS to equity research is possible as well, but it’s probably more common in Europe for similar reasons (more focus on projected financials).

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Home › Insights › Case Studies › Case Studies: The Buy-Side and Sell-Side of Transaction Advisory

Case Studies: The Buy-Side and Sell-Side of Transaction Advisory

Consumer products, sell side quality of earnings – online retailer/ wholesaler.

Wholesale distributor and direct to consumer online retailer of home goods with $32m in annual revenues valued at $85m.

The Client’s Need

The Company’s founder decided to seek equity investors for a capital infusion to recapitalize and fund the future growth of the Company. The investment banker recognized potential hurdles in normalizing earnings due to lost revenues during a difficult transition to a new ERP system and recommended a sell-side due diligence report to help solidify normalized EBITDA and properly value the Company.

Our Solution

Withum’s team worked with management and the investment bank to outline a full scope sell-side due diligence engagement with specific attention on the normalization of revenue. We worked with Company’s CFO, President and sales and operations managers to trend historical earnings, map customer growth and expansion, and understand the cause and impact of the ERP implementation failures. API failures resulted in lost and delayed customer orders, which caused the Company’s products to lose ranking in customer search engines, ultimately resulting in a significant decline in revenues for several months as they worked to correct the issues and restore their ratings. Our work quantified and supported approximately $1m in lost revenue that was ultimately accepted, without question, as a normalization adjustment to EBITDA in determining the company valuation by the new investor.

The seller was able to maximize the Company’s value by professionalizing the presentation of EBITDA adjustment calculations and supporting documentation through Withum’s advisory team.

Buy Side Quality of Earnings – Digital Education and Advertising

A digital education company supported by digital advertising revenue based in Europe.

The Company requested financial and tax due diligence for the proposed acquisition of a digital advertising platform based in New York City with annual revenues of $11m. The target experienced increased margins in the twelve months leading up to the transaction and was in the process of shifting its revenue stream from all advertising dollars to the inclusion of monthly platform subscriptions. Management needed to understand the improved margins and newer recurring revenue stream and their sustainability and impact on profitability.

As part of a full-scope financial and tax due diligence project, Withum’s team obtained monthly data on users, impressions served, revenue per thousand impressions, and demand partner and advertiser concentrations to analyze trends and support management’s assertions regarding profitability improvements and revenue mix changes. Withum’s team also identified concerns related to capitalized costs of software development, where excess costs were capitalized out of operating expenses and therefore excluded from EBITDA in management’s financial models. Further discussions revealed that a significant portion of the capitalized software costs should be viewed as maintenance capital expenditures due to the target’s operational requirement to provide new content to engage users consistently. This adjustment to normalize EBITDA resulted in the renegotiation of the purchase price to more properly reflect the value of the business.

The proposed transaction was structured as an acquisition of stock, therefore tax diligence procedures were expanded to consider potential exposures that would be assumed by the Client. Procedures identified potential favorable items such as untapped research and development credits and exposures such as insufficient nexus studies to ensure proper filing and apportionment to state and local jurisdictions. The tax diligence procedures enabled our Client to properly draft indemnifications and proper planning for post-closing actions to improve compliance and reporting rapidly.

Financial and tax diligence teams with extensive experience in the digital advertising market ensured targeted inquiries and analysis, resulting in the identification of accounting and tax practices that impacted the valuation of the target and allowed our Client to protect its investment through improved financial modeling and tax compliance.

Buy Side Quality of Earnings – Medical Media Company

A privately held medical media company providing integrated communication products, services, education, and research to professionals within health care, animal health, and industry sciences with annual revenues of $120m.

The Company requested financial and tax due diligence for the contemplated acquisition of a similar group of companies. The target was comprised of three legal entities with over a dozen titles valued at $110m. Financial diligence required restating earnings to remove discontinued operations and consideration of shifting revenue streams due to market demands and significant declines in core historical offerings. Tax diligence focused on identifying exposures to mitigate risks to our Client.

Withum’s team worked with the Company to design a scope of work tailored to address specific concerns about declining and shifting revenue streams, discontinued operations, quality of billed and unbilled accounts receivable balances, obligations related to deferred revenue and potential unreported or understated liabilities. These targeted procedures assisted management in planning the future direction of the Company and identified a number of debt-like items that were separately negotiated in determining the final purchase price. Tax diligence focused on state and local tax filing requirements, identifying numerous concerns with respect the lack of a formal state nexus study and broad, inappropriate assumptions about non-taxability for sales tax. Identified concerns enabled management to ensure that adequate escrows and indemnifications were written into the purchase agreement.

Leveraging management’s expertise in their industry to develop a targeted scope of work and Withum’s experienced transaction team to refine and implement the plan; the team was able to protect management’s investment by identifying hidden debt-like items for separate purchase price negotiation and providing specific indemnifications for identified state and local tax exposures.

Sell Side Quality of Earnings – Data Management and Business Intelligence

Download a PDF of this case study.

A provider of data management and business intelligence services for various consumer-facing industries.

The company’s founders and investors recognized a need for additional equity capital to fuel the growth of the Company. Because there were complexities to calculating normalized earnings, such as multiple acquisitions during the historical period, the investment bank recommended a sell-side quality of earnings process to support management in identifying, quantify, and documenting all normalizing adjustments. This preemptive quality of earnings process would prepare management for a quick path to closing.

Withum’s team worked with management and the investment bank to outline a full scope sell-side due diligence engagement with specific attention on normalizing the financial impact of operational changes to the business. We worked with Company’s management to trend historical expenses, map workforce modifications, and understand the cause and impact of certain customer losses. Our work helped quantify and support approximately $1m of normalization adjustments for the trailing twelve-month period. Armed with the data and analysis created, management was able to successfully navigate the buy-side due diligence process and quickly close a deal valued at $22m.

The Takeaway

The seller was able to maximize the company’s value and maintain the deal tempo by professionalizing the presentation of EBITDA adjustment calculations and supporting documentation through the use of Withum’s transaction advisory team.


Buy side quality of earnings – distributor of industrials.

A financial buyer looking to acquire a platform company for manufacturing and distribution of industrials.

The Client identified a Company specializing in custom manufactured products for manufacturers and offering thousands of standard products through a global distribution network for a potential acquisition (the “Target”).

The Client requested financial and tax due diligence for the proposed acquisition. The Target experienced over 200% revenue growth in the trailing six months. The growth was driven by the addition of large new customers as well as added product lines; some specifically related to needs created by the Covid-19 pandemic. The Client needed to develop expectations as to future revenue streams in order to appropriately value the Target. Further, identified weaknesses in the Target’s financial reporting and inventory tracking practices meant that the Client needed help in understanding the true historical results of operations.

Withum’s team move quickly to develop a supplement to the typical full-scope financial and tax due diligence procedures to address our Client’s concerns about the reliability of the Company’s financial reports and the sustainability of the new revenue streams. To address concerns about the Company’s inventory valuation and costing procedures, Withum’s central analytics team stepped in to quickly analyze years of transaction-level data; revaluing the inventory using the FIFO method and identifying unusual patterns in costing trends. We then performed a rollback of inventory to restate costs and recalculate historical gross margins resulting in a 7% decline in the trailing twelve-month reported gross margin percentage.

Transaction level revenue detail was used to analyze revenue growth by customer and by product line to better understand the sustainability of revenue streams and calculate missing liabilities for customer rebates, payment discounts and other contractual sales credits.

Further, Withum’s team worked with management to estimate multiple unrecorded assets and liabilities to help our client develop working capital expectations and the purchase agreement working capital peg.

Tax diligence procedures identified potential exposures related mostly to state sales tax reporting. The Target was not filing in all required jurisdictions and had improperly excluded certain products from reported sales.

The quality of earnings procedures was able to identify and quantify issues within the Target’s financial reporting and unsustainable revenue growth due to the Covid-19 specific products that had a direct impact on the Company’s valuation. With this supporting analysis, the Client was able to renegotiate the purchase price incorporating forward-looking contingent consideration, to better protect their investment value. Identification of specific concerns around the Target’s sales tax reporting assisted the Client in drafting appropriate protections in the purchase agreement indemnifications and plan for immediate corrective actions post-close.

Contact Withum’s team of professionals if you have any questions or concerns.

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