Buying any new company involves a new set of challenges and tax risks.
Our mergers and acquisitions (M&A) tax experts work with private equity firms, portfolio companies, pension funds, infrastructure funds, and corporate investors on buy-side M&A transactions in the lower and middle markets.
What We Can Do For You.
We’ll not only help you understand the tax profile of the company you’re buying and the federal, state, local and international tax issues it faces, but we’ll also incorporate these tax considerations in your valuation model.
Our work will help you determine the best deal structure to effectively manage risk while realizing tax benefits, such as a potential tax basis step-up to boost your after-tax internal rate of return (IRR).
Initial M&A Planning
Tired of holding all-hands calls? We work independently with your other transaction advisors to create a cohesive game plan to maximize your chances of winning the bid.
Letter of Intent
It’s easy to overlook including the necessary tax terms in your letter of intent but forgetting them can lead to problems down the road. To put you in the best negotiation position possible for the deal, we’ll advise you on the tax terms you should include in your letter of intent (e.g., tax basis step-up, tax-deferred rollover, indemnities, etc.).
We’ll build the necessary tax assumptions into your model, so that you can be reassured that important cash tax items are taken into account when calculating future cash flows.
Tax Due Diligence
Our goal is to help you invest in the right company at the right price. We’ll work with you to understand the tax profile of target and undertake due diligence procedures to identify potential tax risks and opportunities.
We’ll find the most tax-efficient method for merging or acquiring a business from an income and non-income tax perspective.
Purchase Agreement Review
We work with your legal advisor to make sure the transaction documents (e.g., stock purchase agreement, asset purchase agreement) are executed in a way that’s best for you from a tax perspective.
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.