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Transaction Advisory

 

From comprehensive due diligence, post- acquisition integration, and ongoing
compliance services, TaxBud provides end-to-end, value-added transaction advisory support.

Overview

The most successful transactions are built by the efficient coordination of knowledgeable resources in tight timeframes – all while maximizing value and minimizing risk.

TaxBud’s Transaction Advisory Services professionals work with strategic and financial buyers, sellers, and lenders across the full spectrum of merger and acquisition engagements. Comprised of multidisciplinary professionals, our partner-led transaction advisory practice are committed to delivering the highest levels of responsiveness, and promote regular, ongoing dialogues throughout every stage of the transaction cycle.

No two businesses are exactly alike, and so no single due diligence strategy will satisfy every buyer, seller or lender. Delivering focused, value added advisory services begins with listening and understanding the needs of each client and tailoring the scope of our work to their specific circumstances. We concentrate on our client’s strategic objectives, negotiation, and savings opportunities and scale our services directly to their needs. Our professionals have direct access to the full resources of the BDO global network when needed and coordinate access to those resources through central points of contact.

 
 

Financial Due Diligence

Tailored approaches for buyers and sellers.

Our people are trained to identify, understand, and communicate key value drivers, risks, and the opportunities that matter most to our clients. We concentrate on strategic objectives, negotiation opportunities, and operational efficiencies in defining the service appropriate to each engagement.

Our due diligence approach goes beyond GAAP accounting and incorporates a detailed assessment of business model risks. This approach is supported by:

  • Developing comprehensive work plans that deliver an insightful quality of earnings result as well as reconciliations of free cash flows.

  • Assessing a target’s working capital components in detail with the intent of supporting the working capital peg calculations.

  • Preparing bridge analyses of sales and earnings with each step supported by underlying analysis.

  • Thoroughly analyzing profitability by business segment, customer, product, or service, which is often fundamental to supporting our client’s investment thesis.

  • Focused attention on reserves and accruals on the balance sheet. Understanding all liabilities, on and off the balance sheet, as well as the quality of the assets is key to arriving at a final purchase price for an acquisition.

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    Tax Due Diligence and Structuring

    Every transaction presents tax opportunities and challenges.

    The acquisition, disposition, or restructuring of a business can create significant opportunities, as well as significant tax exposure. Both companies and individuals must confront numerous and complex tax issues, often with only a very small window of time to consider alternatives and implement strategies.

    From acquisition structuring and due diligence, to post-acquisition integration services, TaxBud’s dedicated Transaction Advisory accountants deliver comprehensive, partner-level services to clients of all sizes. With deep experience across industry sectors, and one of the world’s largest accounting and consulting networks, our professionals are uniquely qualified to meet the particular needs of our clients, whatever they may be. Our service model is built upon a transparent, highly collaborative approach, and TaxBud ensures that you have access to the people you need, when you need them.

    Our Tax Due Diligence and Structuring services include:

  • Structuring of acquisitions, dispositions, mergers, and carve-outs

  • Tax modeling and tax benefit analyses

  • Tax due diligence, both buy-side and sell-side

  • Tax planning for tax “step-ups” (e.g., Sections 338(h)(10), 336(e), or 754 elections)

  • Special projects/analyses including NOLS and Section 382, transaction costs, and E&P

  • Post-acquisition integration/optimization and remediation services

  • Calculation of “make-whole” payments

  • Calculation of tax “leakage”

  • Change in control payment analysis (e.g., Section 280G)

  • Transaction cost analysis

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    Post-Merger Planning and Integration Support

    Not just insight. Implementation.

    Acquiring a company is a complex and often challenging process, and that process continues well after the deal is finalized. Post-merger integration, if not handled properly, can result in unforeseen and often unnecessary setbacks and business disruption.

    TaxBud’s Transaction Advisory accountants draws upon deep management consulting experience guiding clients through post-merger integration processes in strategy development, project planning, and value-centric synergy identification and realization. Our dedicated, partner-led teams provide both financial and operational guidance, enabling both financial and strategic acquirers to bring new companies on board smoothly and efficiently. We develop recommendations, guidelines, and plans, as well as support clients in full implementation, performing a wide range of services across the following areas:

  • Acquisition readiness assessments

  • Integration strategy development

  • Day one and first 100 days planning

  • Integration and synergy realization planning

  • Integration support (project and change management)

  • Compensation and benefits alignment

  • Information technology integration support

  • Charter and by-law creation

  • BDO possesses deep experience across most industries, with clients large and small. This experience, in turn, uniquely positions us to understand both the acquiring and acquired companies. And with a service model dedicated to accessibility and collaboration, we customize our approach making sure to provide clients with tailored methods and the people most qualified to meet their needs.

     

    M&A Dispute Resolution

    Getting businesses back to business.

    TaxBud’s Transaction Advisory accountants assist clients in resolving a wide variety of M&A and post-acquisition disputes, serving as neutral accounting arbitrators, consultants, and expert witnesses. With deep industry experience and the resources of one of the world’s largest accounting and consulting firms, we help clients to navigate and understand the numerous issues facing their businesses.

    As a nationwide network of accountants, we are often asked to serve as arbitrators. Our professionals work with both parties to establish processes, analyze submissions, preside over hearings, and present decisions. Our professionals have particularly significant experience with post-closing purchase price adjustments, including working capital calculations and earn-out computations.

    Often our professionals serve in a consulting role where we prepare written submissions, present interim and closing financial statements, and evaluate submissions by opposing parties. Frequently, we also work with counsel to identify and prepare testifying witnesses. With experience serving as witnesses in trial, arbitration, and mediation, our partners and senior practitioners present testimony in a reliable and credible manner.