Transaction advisory

TRANSACTION EXPERTISE AND EXPERIENCE MATTER. Francis’s Transaction Advisory Services Group has a long history of guiding PE firms, family offices, fundless sponsors, investment banking firms, and middle-market companies through complex mergers, acquisitions, carve-outs and corporate formations, in the United States and abroad. Our team provides the dealmaking community with informed insights throughout the transaction lifecycle, including:

Limiting costly surprises by assessing the target and opportunities for performance improvement.
Due diligence.
Integration.
Evaluating the numbers and the tax implications.
Evaluating thOptimization, transformation and value creation.e numbers and the tax implications.
Exit.

Why transactions fail

Typical reasons transactions
fail include:

A bad cultural fit.
Inadequate financial and technological due diligence.
Insufficient and/or inexperienced staff to handle both the transaction and the core business.
No detailed plan and timeline for the transaction or post-transaction integration activities..

Information gleaned from a rigorous due diligence process enables buyers and their lenders to know exactly what they’re acquiring. It can help sellers build trust and facilitate a smoother transaction by presenting buyers with transparent financial data and other information – corporate records; financial, supplier and vendor information; existing agreements; etc. – that confirms the buyer’s decision to buy. In fact, after preparing their own due diligence report, a seller may decide to raise the asking price.

Buy and sell side fianancial due diligence

Quality of earnings analysis.
Integrity of EBITDA analysis – historical and pro form
Financial due diligence.
Working capital.
Assessment of pro forma working capital and cash flow requirements.
Sell-side
Customer and vendor relationships and agreements.
Financial projections.
Compensation and benefits contracts.

Tax buy and sell side due diligence and structuring

Federal, state & local, and international due diligence
Summarize the company’s income tax and indirect tax footprint.
Identify and quantify tax risks and exposures.
Propose remedies or remediation plans to limit or eliminate tax exposures.
Tax structuring considerations to increase value:
Legal entity considerations for tax minimization.
After-tax proceeds analysis.
Value of tax attributes.

Tax buy and sell side due diligence and structuring

Industry reputation and analysis of industry trends and market outlook.
Review of management’s “track record.”
Examination of past or undisclosed disputes or legal actions.
Labor relations or regulatory issues.
Strength of key commercial relationships.
Pending liabilities, and more.

Integration is an unbelievably complex undertaking, and no two integration strategies, processes or structures will be identical. The right integration strategy and structure for your transaction depends entirely on the transaction type, the cultures and processes of the organizations coming together, and careful attention to the diverse needs of customers, employers and other stakeholders.

Creating aneddective integration strategy and structure

1. A strategy aligned with the organization’s strategic goals and flexible enough to handle unforeseen events

2. A structure and team for an integration Project Management Office (PMO).

Establishing an integration plan for all activities

1. Collaboration between cross-functional teams

2. All necessary activities to be addressed by HR, IT, finance, communications, etc.

3. Timelines that hold integration team members accountable for results.

Implementing postclose value creation

This includes changes to the new entity’s management team, eliminating redundant processes and functions, combining and improving IT, financial reporting, tax, sales and other processes identified during the pre-close due diligence process, and more.

Our clients take comfort knowing Francis is on top of the latest tax issues dealmakers face in an everchanging regulatory environment. Francis’s transaction tax professionals have strong relationships with private equity (PE) firms, lenders, insurers, and legal advisors. We’re active in the communities we serve, whether as a sponsor of the Association for Corporate Growth (ACG) or co-hosting Deal Day events that bring the PE and investment banking communities together.

Our team helps you address important tax issues early on:

Structuring for buy-side and sell-side federal, state and international tax minimization.
Analysis and modeling of asset versus stock sales, including planning for IRC section 338(h)(10) elections.
State & local tax nexus analysis and voluntary disclosure agreements.
International tax structuring and planning.

Federal, state and local, and international due diligence:

Summarize the company’s income tax and indirect tax footprint.
Identify and quantify tax risks and exposures.
Propose remedies or remediation plans to limit or eliminate tax exposures.
Collaborate with attorneys regarding representations, warranties, indemnifications and escrows.

Tax structuring considerations to increase value:

Legal entity considerations for tax minimization.
After-tax proceeds analysis.
Purchase price allocation and the potential to step-up the tax basis of the assets.
Value of tax attributes.
Structuring for tax-free rollover equity.
Pending tax examinations
S corporation elections
State and local tax nexus
Sales and use taxes – Wayfair
Payroll taxes – worker classification

Execute on tax due diligence findings to minimize tax risks going forward.

Global effective tax rate and cash tax planning.
Federal, state and local, and international tax compliance.
State and local tax nexus study.
Transaction cost analysis.
Compensation and benefits tax planning.
Credits and incentives.

Chances are, the deal you are about to undertake will have serious ramifications for your company’s future. Put the right team in your corner

Others

Paycheck protection

Accounting.
Tax.
Assurance.
Financial
NE

Risk advisory services

Overview.
ISO 27001 Certification.
Sarbanes-Oxley
Compliance.
Technology risk.

Tax advisory services

Corporate tax.
State & local tax.
Tax credits & incentives.
Tax transaction.
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Need help?

No problem. Chat with our sales experts or call us at
(612) 722-1129