Mergers & Acquisitions

We strive to help you navigate and understand the complexities of the mergers & acquisitions process.

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So what makes for a successful deal? Experience, Communication & Financial insight.

The Merger & Acquisition team at HW&Co. can help you structure the best possible transaction, from conducting thorough due diligence, preparing quality of earnings analysis, or advising on general business and tax advantages. From beginning to end, we are there with you aligning our services to address your transactional and integration needs.

Mergers & Acquisitions Overview

HW&Co.’s Mergers & Acquisitions (M&A) advisors have a deep and diverse technical skill set which they use to maximize value and minimize risk during acquisitions, dispositions, recapitalizations, mergers, reorganizations, formations and other significant transactions.

Our advisors assist buyers with pre-deal analysis and tax structuring, valuation of the target, due diligence, structuring of the deal itself and post-closing follow up.

We assist sellers with pre-deal packaging and valuation, responses to buyers questions, structuring of the deal itself, tax planning and post-closing follow up. HW M&A Advisors can also provide useful insights on matters relevant to the process including quality of earnings, cash flows, hidden assets and liability exposures.

Buy Side

  • Financial and Tax Due Diligence Investigation
  • Analysis of Quality of Earnings
  • Structuring for Tax Efficiency (Deferral, Step-Up in Basis, Foreign and Tax-Exempt Investors)
  • Evaluate Working Capital, Cash Flows, and Internal Controls
  • Identify and Value Unrecorded Assets and Liabilities
  • Analysis of Working Capital and Other Purchase Adjustments
  • Evaluation of Management and Internal Control
  • Valuation of Target Entity

Sell Side

  • Pre-Sale Inspection of Operation and Analysis of Financial Statements
  • Valuation of Entity
  • Structuring for Tax Efficiency (Tax Deferral, Capital Gains, Purchase Price Allocation)
  • Compute Gross-Up Amounts to Account for Additional Taxes
  • Analyze Net After Tax Cash and Transactional Reporting
  • Analysis of Purchase Agreement Terms and Conditions
  • Analysis of Purchase Agreement Schedules
  • Analyze Deductibility of Transaction Costs

Planning

Evaluate choice of entity decisions (LLC vs. S Corp vs. C Corp vs foreign entity)

  • Debt Modification, Restructuring and Cancellation
  • Net Operating Loss Utilization (IRC Section 382 Limitation)
  • Tax Accounting Methods, Credits and Incentives
  • Litigation Support and Forensic Accounting
  • International Tax Structuring for Deferral and Credit Utilization
  • Estate and Gift Tax Planning