MERGERS AND ACQUISITIONS

The acquisition, sale, split-up, or merger of a business creates stress.  We enjoy reducing your stress by learning about your key objectives, providing our recommendations, and designing a strategic plan for your approval and our execution. We know that each industry and company is at least somewhat different.  We do not apply a cookie-cutter approach. We want our solutions to efficiently meet your needs. Here is a sampling of our work in M&A:

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Help Protect and Maximize Business Value

  • Reduce owner dependence
  • Confirm adequate insurance
  • Strengthen alignment between owners and employees
  • Enter into strategic buy-sell agreements

Readiness to Purchase and Sell

  • Keep records of business decisions
  • Document and protect business assets, including intellectual property and other intangibles
  • Make business agreements transferable

 

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Valuation

  • Coordinate with a valuation professional
  • Be aware of material factors that affect value
  • Contingency planning to preserve value

Financing

  • Debt vs. equity financing
  • Traditional or SBA-backed loans
  • Secured vs. unsecured debt
  • Personal guaranties

 

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  • Coordinate with accounting and other professionals
  • Legal, financial, and operational fact-checking
  • Identify required third-party consents
  • Assess litigation and other liability risks

Transition Path Selection

  • Recapitalization
  • Family succession
  • Strategic buyer
  • Management buyout

 

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Structuring an M&A Event

  • Stock sale vs. asset sale
  • Evaluate tax-free reorganization options
  • Purchase price escrows, earn-outs, and adjustments
  • Tax planning (special elections, installment sales, like-kind exchanges, adjustments of basis)
  • Deducting vs. capitalizing costs

Definitive Agreements

  • Allocation of risk between buyers and sellers
  • Estate tax planning and reduction
  • Philanthropy/charitable giving

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