Our Transaction Advisory Services group consists of highly-skilled specialists with deep subject matter expertise across all areas of potential influence to the ultimate economics of significant business transactions.
Led by former Big Four professionals, our group is proud to offer the highest level of client service and expert advice to assist you in making the most educated decisions regardless of the underlying complexities of the contemplated transaction scenario.
Whether you are seeking to acquire or divest all or a portion of a company, recapitalize or restructure your current balance sheet, or are contemplating any other significant capital-exchanging event, our cross-functional team of dedicated transactions professionals can help identify and realize incremental value from multiple perspectives.
Financial Due Diligence
- Buy-side due diligence
- Evaluation of historical operating results of a target company from a run-rate and/or pro forma perspective
- Quantification of significant components of a Company’s potential enterprise and equity value including:
- Adjusted EBITDA (Quality of Earnings)
- Debt and Debt-like Items
- Normalized level of Net Working Capital and appropriate NWC target
- Sell-side due diligence
- Assist the seller in preparing / considering all of the above buy-side diligence procedures in advance of going to market to raise capital and/or divest of their business
- Identify and raise potential deal issues to the Seller in advance of any discussions with potential buyers and/or lenders and assist with developing a solution to mitigate such issues where possible
- Help process and manipulate data that will be requested by buyers into an easily digestible format in which they will be accustomed to reviewing, in order to facilitate their evaluation of the Company in a more timely and efficient manner.
- Identify potential tax exposures and liabilities at the federal, state, and local jurisdictions that may exist as a result of lackadaisical tax compliance and/or will be manifested as a result of a change in control of the business.
- Carryforward of NOL
- S election / 338(h)10 (capture of future tax benefits for buyers)
- Structuring to maximize post-tax proceeds (sell-side)
- Structuring to minimize future tax expense going forward and maximize cash flows resulting in a higher IRR (buy-side)
Purchase Agreement Negotiations
Assisting in reviewing and negotiating language within purchase agreements.
Bankruptcy and Restructuring
- Analyzing the borrower’s business plan
- Cash flow modeling and forecasting
- Interim financial management for companies in transition and/or distress
- Investigation of potential preference actions, fraudulent conveyances and/or management malfeasance