TRANSACTION SERVICES

As a result of 25+ years of experience consulting with stakeholders in transaction environments, we are uniquely positioned to successfully advise our clients undertaking acquisition or divestiture activities. Our experienced professionals routinely provide expert financial and tax diligence designed to identify and evaluate value propositions in business combinations while minimizing the risk and exposure to our clients. Our approach emphasizes proactive communication, responsiveness and high levels of partner participation throughout the entire transaction life cycle. We work closely with financial and strategic buyers to provide customized services tailored to identify opportunities and issues within the proposed transaction.

Our Transaction Services team is comprised of partners, directors and senior managers with in-depth expertise in the areas of Accounting, Finance, Operations, Tax, and Information Technology in middle-market transaction environments. For each engagement, the necessary resources are coordinated through a single point of contact (a hands-on transaction services partner) to provide maximum coordination, efficiency and focus throughout the transaction.

Our approach is to focus our team on early identification of critical issues and key risk factors, and to provide practical recommendations and solutions to mitigate or address such issues.

SERVICES

Buy-side Transaction Services

• Assess the Quality of Revenue, Earnings and Net Assets
• Analyze Historical Trends and Identify Value Drivers and Transitional Risks
• Evaluate Working Capital and Capital Expenditure Requirements
• Identify Tax Exposure and Opportunities Associated with Transaction
• Determine the Optimal Transaction Structure for Accounting and Tax Purposes
• Evaluate Accounting Policies, Systems and Controls and Departures from GAAP
• Evaluate Management's Forecasts and Bridge to Historical Performance
• Evaluate Financial Management and Accounting Personnel
• Assess Information Technology Environment and System Risks
• Assist with Structuring Transaction Terms and Closing Documents
• Assist with the Purchase Price Settlement Process
• Provide Post-Acquisition Transition, Integration and Support Services

Sell-side Transaction Services

• Analyze historical trend to determine necessary information to support fluctuations in results
• Prepare Quality of Revenue, Earnings and Net Asset Analyses to assist Seller in identifying and presenting EBITDA
• Assemble supporting documents for EBITDA or Net Asset Adjustments
• Assist with historical financial statement carve-out presentation
• Evaluate or assist with Management's Forecasts and Bridge to Historical Financial Performance and Modeling
• Advise on the Optimal Transaction Structure For Accounting and Tax Purposes
• Assist with Structuring Transaction Terms and Closing Documents
• Provide analysis of tax consequences and net cash after tax associated with the transaction
• Support Seller in disputes regarding Purchase Price Settlement

TRANSACTION LIFE CYCLE AND SERVICES

Pre-deal Strategy and Assessment

• Financial Modeling and Projections
• Transaction and Tax Structuring
• Letter of Intent Advising

Acquisition Target Evaluation

• Historical Financial Statement Analysis
• Quality of Earnings and Net Assets Assessment
• Off Balance Sheet Risk Assessment
• Accounting Systems and Controls Assessment
• Management and Financial Personnel Assessment
• Tax Compliance and Exposure Assessment
• Information Technology Assessment
• Transitional Risk Assessment
• Asset-based Borrowing Capacity Assessment

Deal Structure and Execution

• Deal Structure and Negotiation Assistance
• Purchase Agreement Review
• Purchase Price Adjustment/Settlement Analysis
• Transitional Service Agreement Review
• Transition/Integration Planning

Post-transaction Integration

• Purchase Price Settlement Assistance
• Purchase Price Allocation Assistance
• Purchase Accounting Assistance
• Opening Balance Sheet Validation
• Transition Assistance

If you would like to request more information about how Moore Colson can help your TRANSACTION SERVICES business, click on Tim Ayres.
Moore Colson can point you in the right direction!