Our team’s goal is to get you the best return out of every investment by
identifying the critical tax findings that are important to you. Leo Berwick
understands that all deals are different. We adapt our M&A tax due diligence
scope and approach to the unique needs of your transaction.
Our work doesn’t end at closing. We provide M&A tax advisory services
throughout the life cycle of your investment. Our senior partners lead every
engagement, delivering high-quality results and unmatched value.
That’s why more and more private equity investors are turning to Leo Berwick as their trusted deal advisor.
Considering A Merger Or Acquisition? We’ve Got You Covered.
Wherever you invest, Leo Berwick’s M&A tax services can assist you in facilitating the sale, purchase, or merger of a company.
Buy-Side Services
- Performing tax due diligence investigations to identify and manage historical and future tax exposures of the target company
- Structuring deals to minimize tax costs while maximizing the tax benefits of the transaction
- Assisting with the contract negotiations concerning tax items
- Assisting in the closings of transactions
- Designing and executing a “100-day” plan to maximize Day 1 readiness
- Post-closing support to improve your investment’s after-tax cash position, including:
- Analyses of transaction costs;
- Allocation of the purchase price for tax purposes;
- Analyses of net operating losses limitations under Section 382;
- Remediation of tax risks;
To learn more, visit “Buy-Side.”
Sell-Side Services
- Conducting sell-side tax due diligence investigations to identify the company’s tax exposures
- Structuring deals to maximize seller’s after-tax proceeds
- Preparing a Tax Fact Book summarizing the company’s background, tax posture, and key tax attributes
- Modeling the companies’ tax basis, depreciation and amortization rollout, and all available tax attributes (including identifying limitations on such attributes)
- Modeling potential cash taxes during exit to support the decision-making process
- Assisting with the contract negotiations concerning tax items
To learn more, visit “Sell-Side.”
Tax Modeling Services
The tax aspects of a financial model are often complex and vary from transaction to transaction. It’s not uncommon for your financial model to be sent to your M&A tax advisor for comment, only for you (or your investment bank) to update, resubmit, rinse and repeat.
This process can take weeks and sometimes months.
Leo Berwick takes your existing financial models and builds the cash and exit tax calculations into them in a matter of days so that you can move on with the deal process.
To learn more, visit “Tax Modeling.”
Let’s work together.
You want an M&A tax expert who gets it. A commercially minded expert who understands deals, not just taxes. A partner who shares your drive for minimizing risk, maximizing value, and accelerating returns.
That’s Leo Berwick. The first call you make for any deal.
With Leo Berwick’s help, a firm becomes a pet pharma giant.
A healthcare-focused private equity firm approaches Leo Berwick to act as its M&A tax advisor.
Case Study: Private Equity
Background
A healthcare-focused private equity firm wanted to expand its footprint in the animal pharmaceutical sector. After identifying two target companies, the principal approached Leo Berwick. Their financial model numbers, 11% IRR, seemed low for the fund, and they heard of our IRR-raising magic.
Our engagement gradually expanded to include tax due diligence, tax structuring, and post-closing support.
How We Helped
Leo Berwick was brought in to look through the company’s financial model and come up with ways to improve the rate of return.
We discovered that above-the-line taxes dramatically decreased the investment’s after-tax cash flow when we dug further into the model. This was because non-income taxes, such as property taxes and sales and use taxes, were assumed to be a fixed percentage of gross revenue, which was inaccurate.
Our client was considering a fresh financing package to fund the transaction. Our client incorrectly assumed that the business interest deduction limitation requirements under section 163(j) were applied, preventing interest expense from being deducted in the model.
Finally, our client failed to account for the benefits of a tax basis step-up, which would boost the company’s post-closing depreciation and amortization deductions.
The Result
Our customer increased their internal rate of return (IRR) by over 100 basis points by fine-tuning the tax assumptions in the financial model. Working with Leo Berwick, the deal team could price their bid appropriately. Our client established itself as a major player in the pet pharmaceutical industry by closing the deal. Following the purchase, Leo Berwick stayed on for a few months to help with the transition.