Transactions

Completing a merger. Acquiring or selling a business. These are complex, stressful deals with dramatic impact on how your company goes forward. Buyers need to ensure target firms fit their strategy, are reasonably priced, and will integrate effectively. Sellers focus on getting the best possible price — and managing the business through transition. CohnReznick's Transactional Advisory Practice provides the due diligence, acquisition integration, and other advisory services to assess risks and rewards and navigate transaction intricacies.

CORPORATE DEVELOPMENT

Preparing your company for sale or acquiring another business — and then strategically moving your company forward – is critical. With experience across a range of high-profile transactions, CohnReznick can assume the role of strategic advisor so that you can focus on decision-making. Our services include management recruiting, product and market strategy, forming strategic alliances, identifying acquisition targets, executing divestitures, and fine-tuning your corporate finance strategy.

DEAL SOURCING AND PRE-TRANSACTION SERVICES

How do you find the right acquisition candidate or strategic acquirer? CohnReznick provides you with access to a network of over 1,000 owner-operated companies that we advise. We also assist both buyers and sellers before the transaction — for sellers providing analysis of appropriate valuation, market conditions, and potential acquirers and for buyers validating pricing, business strategy, and integration prospects.

DUE DILIGENCE

Whether on the buy-side or sell-side, understanding the potential risks and rewards of a transaction takes many forms. Our expert transaction advisors will assess your acquisition or sale across the spectrum of analysis:

Financial due diligence

Assessment of cash flows, working capital, historical performance, quality of earnings, key business drivers, potential risks, unseen liabilities and costs and operational weaknesses

Financial due diligence for special situations

Knowledgeable review of distressed companies via collaboration with our bankruptcy and restructuring practice to preserve going-concern value

Human capital due diligence

Extensive strategic review of cultural fit of employees, health and welfare programs, retirement plans, compensation structures, benefits and labor contracts, and underlying costs

Information technology due diligence

Identify IT-related risks while finding opportunities to reduce costs and increase efficiency

Sell-side due diligence

Pre-emptively uncover issues and reduce the impact of unexpected findings that can derail transactions or depress the purchase price

Tax due diligence

Minimize tax burden and maximize returns by identifying alternative deal structures, planning opportunities, and potential tax risk, and evaluate possible tax attributes, credits, and incentives

PURCHASE PRICE DISPUTES

Throughout a transaction, buyers and sellers may not agree on pricing. CohnReznick will negotiate post-acquisition purchase price issues, including working capital and earn-out disputes or, as required, act as a neutral third-party arbitrator.

Our Services Include:

Adjusted closing balance sheet preparation
Allocation of purchase price for optimized tax environment
Assessment of consistent application of GAAP
Breach of warranty claim service
Earn-out disagreements resolution
Financial sale and purchase agreements review
Negotiation of adjustments after closing

POST-TRANSACTION IMPROVEMENT/INTEGRATION

The success of your transaction depends on more than what you buy or how much you pay. Success is also determined on how well you integrate a new company into your existing operation. This integration may be complex involving financial planning, systems, product alignment, process optimization, distribution and manufacturing, employee and divisional restructuring and cultural change, to name a few. CohnReznick offers a full-range of advisory and technical expertise to plan and operationalize the integration.

Margaret Shanley

Principal, Transactional Advisory Services Practice Leader

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