Guiding Your Transaction To Successful Outcome

To be successful on the field or the court, your team matters. The M&A landscape and the transaction playing field are just as competitive and require an experienced, dynamic team to lead you to successful outcomes. Because Geffen Mesher’s Transaction Advisory Services team has been built with this in mind, every transaction receives the attention of senior executives on the team. Your transaction is not our training grounds. We bring a lineup that has true depth and breadth to be your full-service partner for all aspects of your transaction life cycle.

We also understand that every transaction is unique and requires a different game plan. We pride ourselves on helping our clients focus on the specific risks and opportunities they face and tailoring our services to meet those needs. As a result, our team effectively supports large transactions executed by PE firms and strategic acquirers to the smallest of transactions executed by upstart fundless sponsors and everything in between. Our Transaction Advisory Services group has grown exponentially because of the value of the insights provided on every transaction and the depth of relationships we foster.

FINANCIAL

A Comprehensive Due Diligence Process is the Bedrock For Successful Outcomes

Sell in a Smooth Process that Optimizes Transaction Price

Sellers should always come to the table understanding the quality and integrity of their financial information and understanding the risks investors perceive. Pre-sale due diligence provides transparency that builds trust with buyers and helps to accelerate your transaction and reduce the risk of a failed deal. A successful sell-side process helps to confirm pricing and solidify the buyer’s decision to buy. Providing buyers with our ready-for-market, in-depth sell-side due diligence report makes this achievable.

Buy with Confidence

The stakes are never higher than investing in a major acquisition. Completing a tried-and-true thorough due diligence process that evaluates each aspect of a transaction from financial information, deal structure, synergies and pricing, provides the confidence needed to close the right deal. Our buy-side financial due diligence process applies a methodical, objective process to evaluate critical financial metrics using an evidence-based approach. Often this results in confirmation of deal pricing, but may lead to unforeseen risks that require an experienced team to understand the impact on the deal and avenues for repricing.

Standard Buy-side and sell-side due diligence:

• Quality of earnings analysis
• Integrity of seller EBITDA analysis
• Working capital analysis and support in negotiations
• Analysis of debt debt-like items
• Proof of cash

Other Transactions Advisory:

• Operating metrics and trend analysis
• Analysis of Forecast and Prospective Financial Information
• Free cash flow
• Evaluation and Quantification Synergies
• Carve-out Financial Information
• Working Capital and Earn-out Dispute Resolution
• Preparation of closing working capital and purchase price adjustments

 TAX

Advanced tax planning leads to the best result for all transactions. We consider the best structure, and exit strategy, to help maximize tax benefits and assist with mitigating any tax exposures. Our due diligence process looks at the past and present to ensure the future is clear of potential tax exposures. Working with our Transaction Advisory Services group will allow you to rest easy knowing we have done all the heavy lifting.

Buy with a Clear Vision

Tax exposures can immensely change the value of a target and adds a level to the negotiating process. Our due diligence process finds the hidden pitfalls and tax exposures often not shown in standard documents. We deep dive through the past, and present, while considering potential future tax exposures. Every deal is different, but we systematically go through a detailed analysis to ensure we don’t miss anything. We provide a quantitative list of tax exposures and other consideration to help add value to your deal. Tax due diligence is deemed the last line of defense, and our team evaluates each aspect of a transaction to make sure you are not walking into any landmines.

Sell without Surprises

Sellers need to understand the tax implications of a transaction and consider potential obstacles that might exist. Understanding the tax implications through thorough analyses and modeling, will provide insight on what options are available, negotiable, and if the transaction meets after-tax goals. It is also important to consider the risks buyers may perceive, which can be identified and mitigated with pre-sale due diligence. Similar to buy-side due diligence we take a deep dive into your tax picture to ensure you have considered any past, present, and future tax exposures. We note items a buyer might raise, which could adversely affect a deal, or lower the purchase price. Getting in front of the tax implications and tax exposures allows sellers to maximize after-tax proceeds, and may also uncover other value-added benefits for your overall tax picture.

Standard Buy-side and sell-side tax due diligence:

• Deep Dive into company’s overall tax profile
• Federal income tax
• State and local income and franchise tax
• Sales and use tax
• Indirect tax
• Property, Payroll, and others

Other tax advisory Services:

• Tax structuring and planning
• Post-transaction support and integration
• Transaction reporting
• Tax modeling, including after-tax proceeds, step-ups, and other tax attributes
• Qualified small business stock considerations under Section 1202
• Change in ownership analysis and potential limitations under section 382
• Reorganization and restructuring analysis

Connect with our leaders.