The HoganTaylor Transaction Services practice delivers value to the business sale or recapitalization process. Our team of experienced advisors work with business owners, strategic and financial buyers, and lenders across the full spectrum of deal engagements. With backgrounds including former Chief Financial Officers, commercial lenders, auditors, and financial analysts, the HoganTaylor team brings great depth and experience to the process.
Our Transaction Services includes:
- Buy-side due diligence for financial and strategic buyers
- Sell-side representation for owners to shepherd the sales process, minimize disruption, and protect value
- Quality of earnings engagements
- Analysis of working capital components to define targeted working capital calculations
- Identification and rationalization of EBITDA adjustments
- Analysis of post-closing net working capital adjustments
- Tax structuring of transactions and analysis of the tax impact of proposed deal terms
- Buy-side and sell-side tax due diligence
- Calculation of “make whole” payments to mitigate stock vs. asset deal differences
- Organize and management of the virtual data room
Illustrative engagement summaries:
- Represented “Gig Economy” platform company in sale of majority to a public company. HT Advisory was engaged by this technology-based company upon receipt of an offer to buy the majority interest in the company. The buyer was a large, publicly-traded enterprise who engaged a Big 4 accounting firm to conduct their due diligence. HT managed the process for the seller, setting up and populating the virtual data room, responding to inquiries, recommending to management and assisting in negotiation of the target working capital, and advising on deal terms.
- Represented Engineering Solutions company in 100% sale of equity to a public company. HT Advisory was already engaged by this family owned engineering company as its outsourced corporate CFO and Controller team when the company received in indication of interest to purchase 100% of the ownership interests of the company. HT Advisory managed the financial side of the transaction for the seller by setting up and populating the virtual data room, responding to inquiries from the buyer and their due diligence professionals, recommending key value driving deal terms, and recommending an approach to targeted net working capital.
- Advised a UK-based energy services company in the purchase of wire-line operating assets. HT Advisory and HT Tax were engaged to provide financial and tax due diligence for an existing client based in the UK who was proposing to purchase the assets of a US-based wireline services company. HT Advisory provided consultation on key net working capital issues and conducted quality of earnings procedures on client specified financial items. HT’s Tax team identified several key risk areas to avoid potential tax compliance liabilities and recommended deal provisions which provided the client with significant future tax benefits.
- Represented a pharmaceutical research and manufacturing company in the 100% sale of equity to a multi-national pharmaceutical company. HT Advisory was engaged to prepare the company’s financial records for the sale process and then advise the owners throughout the transaction. HT Advisory provided valuation services to the company to help rationalize the proposed sales price, set up and managed the virtual data room, and responded to inquiries from the buyer’s advisors which included a Big 4 accounting firm.
- Advised buyer in the purchase of a national technology infrastructure and deployment contractor. HT Advisory and HT Tax were engaged to provide financial due diligence and transaction structuring advice to a point of sale systems company in connection with its acquisition of the stock of a nationally recognized technology infrastructure and deployment contractor. HT Advisory conducted quality of earnings procedures and provided consultation on key purchase agreement points and working capital issues. HT’s tax team provided advice in structuring the transaction to achieve maximum tax benefits.
- Conducted quality of earnings procedures for acquirer in connection with the purchase of a regional water bottling and distribution company. HT Advisory professionals were engaged by an individual to provide financial due diligence services in connection with an acquisition of the assets of a regional water bottling and distribution company. HT Advisory professionals conducted quality of earnings procedures and financial modeling to assist the buyer in evaluating the quality of the company’s financial records and future earnings potential.