Maximize Opportunities with Transaction Advisory Services

Risks to your merger or acquisition may come from financial, operational, technology or tax exposures, and may be hidden from an untrained eye.

M&A transactions are rarely as simple as they seem on the surface. If you’re on the buy side, you want as much transparency as possible to inform your offer. If you’re selling, knowing and mitigating issues can improve the likelihood of a successful exit.

That’s what we are here for: to minimize surprises and maximize returns for clients.

Kaufman Rossin’s business consulting team works with business leaders to maximize value through integrated services that combine transaction advisory, corporate finance, strategy, and performance management.

Our team is comprised of CPAs, CFAs, MBAs, Engineers and more, which broadens our experience and helps us review each transaction from many different valuable perspectives.

Our approach to M&A advisory includes a robust assessment of financial and operational drivers, to validate deal terms and help our clients maintain leverage in all negotiations.

Working with an experienced third-party provider can also provide buyers and sellers with necessary information to negotiate an optimal deal. For instance, in transactions where certain competitive information cannot be shared amongst both parties, our team can conduct a black box analysis to identify factors that are impacting an organization’s value.

Buy-side M&A advisory

For buyers, your Kaufman Rossin team will ask questions that go beyond typical due diligence procedures. IT systems, tax strategies and operations may come under the scrutiny of our CPAs, MBAs, technologists, fraud experts, valuators, former business operators and more.

We help expose threats and risks, hidden costs and weaknesses in operations.

Do you have a post-deal integration plan?

Integration costs of a business can be significant and influence a buyer’s interest as well as the overall valuation offered. They can affect the projected performance of the business and the earnout, and any potentially other future payouts which are based on realized performance post-integration.

Buyers don’t want to lose value after a deal has closed, and post-deal integration is a critical period for realizing that value.

M&A and transaction advisory services for buyers may include:

• Due diligence / Quality of earnings – A thorough examination of financial, operational, tax and IT drivers, focusing on quality of earnings and long-term management requirements
• Corporate Finance & Strategy – Includes M&A strategy and assessing operating models to maximize resource rationalization and allocation to uncover hidden value
• Business valuation – Calculations of the economic value of the investment, using multiple appraisal methodologies for a fully defensible valuation
• Tax optimization – A combination of customizing transaction structures to limit exposure and maximize tax benefits, as well as performing purchase price allocations to determine appropriate goodwill 
• Integration support – Stay on track post-deal with strategic roadmaps designed to help you attain maximum value from your transaction

Sell-side M&A advisory

For sellers, we assist with creating transparency of your business’ financial and operational performance to alleviate a buyer’s risks and ultimately maximize value within a transaction. Further, we can help you explore and address challenges that may potentially influence the deal.

Engaging a transaction advisory team early in the process pays off

Our transaction advisory team can work with you and your management team to proactively address any accounting or financial reporting issues prior to going to market. The earlier you engage advisors, the more we can assist you in improving performance and preparing for a transaction.

We can help you identify and calculate value-generating EBITDA adjustments and accompanying supporting data to optimize your valuation shown to buyers (e.g., personal expense add-backs, erroneous accounting practices, non-recurring expenses such as one-time technology implementation, pro-forma acquisition or expenses related to a new initiative).

Sell-side due diligence can help you realize value

Too often we see sellers who have been meticulous, cost-sensitive and shrewd when building their company, but end up leaving significant value on the table by not properly preparing or even rushing through an ill-advised transaction process.

Financial due diligence practices show that there are many other factors, such as consistency, transparency, pro forma adjustments and other preparation, that can materially affect a company’s valuation and make the difference between a successful deal and failed expectations.

M&A and transaction advisory services for sellers may include:

• M&A strategy – We help define an M&A strategy that aligns with your goals and implement measures to optimize earning potential 
• Due diligence / Quality of earnings – A thorough examination of financial, operational, tax and IT drivers, focusing on quality of earnings and long-term management requirements
• Financial forecasts and projections – Includes integrated models that allow review of multiple hypothetical scenarios
• Transaction liaison services – We facilitate a smooth transaction, which may include overseeing secure document distribution, obtaining and assessing requested information, agreement review, and calculation of net working capital
• Tax optimization – Evaluation of transaction structures to maximize after sale tax proceeds