Mergers & Acquisitions
Driving Value Throughout The Transaction
For most business owners, a merger or acquisition is the most significant financial event of their lifetime. Buyers and sellers face many hurdles in reaching their goals of maximizing value and minimizing risk, and the experience of tax and financial advisors can mean a difference of millions of dollars in net after-tax cash flows from the deal.
Bennett Thrasher has guided and represented many middle-market companies in transactions with values ranging from $30 million to $300 million, including a number of transactions in the active M&A sectors of healthcare and technology. As one of the largest and fastest growing firms in the country, we have advised clients in all types of business transactions, including asset and stock acquisitions, 338(h)(10) elections, divestitures, management buy-outs, recapitalizations and employee stock ownership plan (ESOP) transactions.
Maximizing Value Through Insight and Involvement
When Bennett Thrasher represents a company through a merger or acquisition, we are actively involved throughout the transaction lifecycle.
This involvement often begins years in advance of the potential transaction. During this pre-transaction phase, we establish valuation expectations, perform estate and income tax planning, structure the business in the optimal manner for federal and state tax purposes, and ensure that you are equipped for the due diligence process.
When a transaction has reached the indication-of-interest or letter-of-intent stage, our involvement intensifies. We review purchase and ancillary agreements, evaluate the relative financial and non-financial benefits of each offer and flag potential hurdles, such as regulatory restrictions. Then we draw on our deep M&A, tax and industry expertise to design solutions that will effectively navigate those hurdles while achieving our client's ultimate objective of optimal net after-tax cash flows.
On behalf of sellers, we:
- Organize financial information and underlying support, including company projections, in a manner that is understandable and attractive to buyers
- Advise on tax implications of proposed structures
- Review purchase agreements and ancillary agreements
- Respond to issues raised during the due diligence process and negotiate with the purchaser in regards to various tax positions or compromises
On behalf of buyers in a transaction, we:
- Assess the quality of the target's earnings, assets and liabilities
- Identify internal control weaknesses of systems and personnel
- Analyze working capital trends to determine a fair target at close
- Determine the most advantageous tax structures
- Prepare purchase price allocation and impairment analyses
We believe that the greatest successes come as a result of the best minds working together toward a common goal. In addition to collaborating with you and with our Bennett Thrasher colleagues, we work closely with your corporate counsel, investment bankers and other accounting and tax advisors to get the ball across the goal line smoothly and within the optimal timeframe.