Buying any new company involves a new set of challenges and risks.
Our mergers and acquisitions (M&A) experts work with private equity firms, portfolio companies, pension funds, infrastructure funds, sovereign wealth funds and corporate investors on buy-side M&A transactions of all sizes.
What We Can Do For You.
We’ll not only help you understand the market exposures, regulatory and contractual nuances, commercial risks, and tax profile of the company you’re buying, but we’ll also incorporate these 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.
M&A Process Support
In both situations whether you’re working with or without an external financial advisor, we work with you to help manage interactions across all advisors to both minimize duplication and ensure end-to-end coverage of key transaction issues.
Letter of Intent
It’s easy to overlook including the necessary tax, financial and accounting 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 terms you should include in your letter of intent (e.g., critical tax/financial/accounting information requirements to undertake diligence, tax basis step-up, tax-deferred rollover, indemnities, etc.).
Financial Model Development
We’ll build the necessary tax, financial and accounting assumptions into your model, so that you can be reassured that important cash tax, cash vs. accounting and covenant restrictions are taken into account when calculating future cash flows.
Financial Due Diligence
Our goal is to help you invest in the right company at the right price. Our infrastructure-dedicated financial due diligence practice leverages decades of collective expertise to help you confirm pricing on your prospective investment or acquisition with a robust Quality of Earnings (“QofE”) analysis by evaluating the cash flow generation profile of the Target as well as the range of market, regulatory and contractual exposures it faces which may impact on this profile over the life of your hold period. Unlike conventional QofE service providers, our primary focus is your financial model.
Tax Due Diligence
We’ll work with you to understand the tax profile of target and undertake due diligence procedures to identify potential tax risks and opportunities.
Bid Model Review
Leveraging our financial and tax due diligence, we work with clients to ensure that their financial models are inclusive of current and complete information, in often cases the primary source information evaluated as part of due diligence.
We have a proven, systematic approach to working with clients and their advisors to ensure your model is aligned to the findings of due diligence.
Tax Structuring
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, financial and accounting perspective.
Current Trading Review (Buy-Side)
The underlying performance of the Target can change for any number of reasons as a deal progresses. Whether done for pre-signing, pre-closing or post-closing time periods we work with clients to understand the practical implications of marked improvement and deterioration in Target performance.
Estimated Completion Accounts Review (Buy-Side)
In the lead up to closing we help ensure any vendor-prepared estimated working capital statements, net debt schedules and other key purchase price adjustments align to the your purchase agreements. This minimizes dispute early and informs your preparation of final statements and schedules.
Final Completion Accounts Review (Buy-Side)
After closing we work with you to ensure that your preparation of final working capital statements, net debt schedules and other key purchase price adjustments stand up to scrutiny by the vendor.
Leakage Review (Buy-Side)
Where locked-box closing mechanisms are used, we work with you to ensure that any and all leakage events as defined in your purchase agreements are identified and their implications to purchase price are understood.
Let’s work together.
You want an M&A expert who gets it. A commercially minded expert who understands deals. 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.