Experience has taught us that successful acquisitions require a thorough due diligence process and keen attention to detail. Our buy-side transaction services are designed to help reveal the risks and opportunities within potential transactions so that our clients can make informed decisions about whether and how to proceed. By leveraging the talents of our M&A advisors, auditors, forensic, tax and valuation experts, we can assemble a team of experienced individuals who understand the key value drivers, risks and opportunities that matter most. Our team has participated in a dozens of transactions in which we offer independent financial analysis, tax expertise and sound business advice to both buyers and sellers.
Our transaction advisory professionals develop detailed, flexible models to match the business operations being purchased. The flexibility and attention to details allows for the evaluation of multiple operational and/or financial scenarios before potential offers are made.
Our valuation professionals develop models to assist buyers in evaluating the cash flows and the financial returns available under alternative scenarios and to assist in deal pricing.
Quality of Earnings
Our quality of earnings studies provide a detailed analysis of all the components of a company’s revenue and expenses in order to assess the sustainability and accuracy of historical earnings as well as the achievability of future projections. Our analysis provides clients with key information and data including normalized EBITDA, validation of proposed management adjustments and historical operating trends, operating metric information and key performance indicators, related-party transactions and their impact on prospective operations, working capital trends and normalizing adjustments, along with the identification of other exposures that could affect the purchase price.
Financial Accounting Due Diligence
Our due diligence methodology and approaches are tailored to match our client’s needs. We coordinate our efforts to place appropriate emphasis on key value-drivers of the target company with the overall objective of evaluating whether the seller’s financial statements are a fair representation of the target company. Our data-books provide financial information for ease and use and include a deep dive into key P&L, BS, working capital, and cash flow analyses.
We advise on deal structure with regard to domestic and international tax implications with a goal of establishing the most tax-efficient structures for everyone involved. The services are even more crucial when an acquisition includes assets in multiple states or countries because tax regimes can have major implications.
Purchase and Sale Agreement Support
Our professionals assist the buyer and counsel with the financial elements of purchase and sale agreements, including earn-out provisions, financial and tax representations and warranties, exceptions to representations and warranties, terms for post-transaction purchase price adjustments, accounting definitions, and other areas dealing with financial accounting and tax issues.