Case Study – M+A Transaction From Inception Through Close

Challenge/Situation

The owner of a local business informed his close associate, the business’ operations manager, that he intended to sell the business. After much discussion, they agreed that the operations manager would pursue the purchase of the business. The current owner then drafted a rough outline of the transaction that spelled out basic deal terms.

Those initial terms were not advantageous to the operations manager. Concerned about this, he contacted Allan Peiser, CPA, to assist him with protecting his financial interests throughout this transaction and helping him facilitate a financially attractive deal.

Our Approach/Solution

Allan worked closely with the prospective owner and his attorney on an array of critical transactional issues. This included:

  • Due diligence in examining all the relevant tax terminology, tax returns, financial statements, subsidiary ledgers, leases, bank agreements, employment agreements, contracts with customers and vendors and more
  • Analyzing all the key business terms
  • Assessing the financing arrangements and assisting the prospective owner with understanding how they impacted him in the short and long term
  • Assisting with construction of the financial statements, as well as structuring tax and equity arrangements
  • Bringing critical business issues to the attention of the prospective owner that protected his vital interests and helped him negotiate from a position of strength

Results

Although the initial “back-of-the-napkin” deal terms put the prospective owner at an early disadvantage, Allan’s thorough analysis and steady guidance over the course of the entire six-week transactional period was instrumental in facilitating a successful transaction—one that, in the end, proved financially and structurally advantageous for the client.


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