Mergers & Acquisitions

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Entrepreneurs face complex issues and difficult decisions when contemplating growth or exit strategies for their business. Structuring for the sale of a business or conversely, making the right acquisition to expand into new markets, brings risks and rewards. Successful transactions require careful and thoughtful analysis in order to maximize value to a buyer or seller of a business. Our team assists you in navigating the complexity of a transaction by using our experience and industry knowledge to help you maximize value and minimize risk during acquisitions, dispositions, recapitalizations, mergers, reorganizations, formations and other significant transactions.  We provide useful insights on matters relevant to the decision-making process including quality of earnings, cash flow, tax issues, and hidden exposures.

Buy Side Services

 
  • Financial and tax due diligence
  • Structuring for tax efficiency
  • Quality of Earnings analysis including validation of add-backs and cash proofs
  • Working capital requirement analysis
  • Cash flow due diligence
  • Internal controls due diligence
  • Identify unrecorded assets and liabilities
  • Evaluate purchase agreement terms and conditions
  • Post-acquisition integration assistance and transaction reporting 

Sell Side Services

 
  • Quality of earnings review to calculate normalized EBITDA
  • Evaluate normal working capital calculations
  • Review accounting methods to confirm compliance with GAAP
  • Strategic tax review to identify opportunities and exposures and help take the target company to market
  • Evaluate tax structuring alternatives to help maximize after-tax cash
  • Identify opportunities to rollover equity pre-tax
  • Modeling for after-tax cash
  • Modeling for gross-up payments to make seller whole for additional taxes
  • Purchase price allocation assistance to help maximize capital gain
  • Evaluate transaction agreement terms and conditions
  • Analyze transaction costs and closing payments to maximize ordinary deductions
  • Identify key reporting forms and deadlines that arise from the transaction
  • Trust and estate planning

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