M&A – Pre-Transaction Planning

This phase involves careful planning to ensure the best possible outcomes.

  1. If Buy side, our team can help with:
    • Planning and “What If” Scenarios: Scenario planning helps evaluate various transaction outcomes, while structure design focuses on creating an optimal deal structure.
    • Structure Design: Designing the deal structure to maximize benefits and minimize risks for the stakeholders.
    • Incentive Compensation Strategies: Aligning key employees’ compensation and retention with the transaction’s success.
    • F-Type Merger: Utilizing tax-efficient merger structures under IRC Section 368(a)(1)(F) also IRc Section and 338 (H) 10 .
  2. If Sell Side, our team can help with:
    • Due Diligence Prep and Clean Up: Preparing and refining your firm’s financials and operations for scrutiny and data room delivery.
    • Transaction Readiness: Ensuring the business is ready for sale.
    • Early Identification of Issues: Spotting potential problems early to address them proactively.
    • Planning/What If Scenarios and Tax Waterfalls: Structuring and planning to optimize tax outcomes and manage different transaction scenarios.
      1. Scenario planning helps evaluate various transaction outcomes, while structure design focuses on creating an optimal deal structure.
      2. Exit strategies are crafted to maximize value for stakeholders, and incentive compensation strategies are developed to align management’s interests with those of the transaction.
    • Transaction Support: During the transaction, due diligence is performed to uncover any potential risks. Accounting support ensures that financial records are accurate, while tax projections provide an estimate of tax liabilities. Quality of earnings analysis assesses the sustainability of a company’s earnings before the transaction.
    • Post-Transaction Compliance: After the transaction, compliance becomes crucial. Asset allocation involves assigning fair values to acquired assets. Purchase accounting ensures that the transaction is reflected correctly in financial statements. Federal, state, and local tax compliance ensures that all tax obligations are met following the transaction.
    • Integration Support: Following the transaction, integration support is vital to merging the two entities smoothly. This includes assistance with implementing new ERP systems, managing change within the organization, and integrating processes to ensure that operations run efficiently.