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Buy-Side Tax Services

Pre-Closing

Initial Planning

Work with the collective deal team to establish a cohesive game plan to maximize the chances of a successful transaction.

LOI

Provide commentary around the tax aspects that should be included in an LOI (e.g. tax basis step-up, tax-deferred rollover, indemnities, etc).

Financial Modeling

Comment on the tax assumptions in the financial model to confirm that significant cash tax items are considered in computing future cash flows.

Tax Due Diligence

Perform tax due diligence to understand the tax profile of the company and identify potential tax exposures/opportunities.

Tax Structuring

Identify a tax-efficient way to merge or acquire a business from an income and non-income tax perspective.

Legal Agreements

Provide comments to your legal counsel on the transaction documents to effectuate the transaction.

75 Days Post-Closing

Elections

Prepare elections that may be required to achieve the desired tax outcome from a transaction (e.g. check-the-box, 336, 338, 754).

FATCA

Assist with preparing and obtaining the appropriate tax withholding certificates (e.g. W-8’s)

Working Capital

Read and comment on the tax components of the final working capital adjustment.

Tax Opportunities

Implement tax planning opportunities identified during due diligence to reduce cash taxes during the hold period.

Tax Filing Calendar

Prepare a tax filing calendar to ensure tax filings are timely on a go-forward basis.

Remediate Exposures

Remediate the tax exposures identified during due diligence.

Hold Period

Co-Sourcing

Provide an experienced tax professional on a part-time or full-time basis to temporarily be the company’s head of tax or fill other needs within the tax department.

Processes and Controls

Identify and implement processes and controls around taxes to help mitigate future risk.

Transaction Costs

Analyze the transaction costs incurred by acquirer and target to identify which costs are deductible, amortizable, or should be capitalized for tax purposes.

Section 382

Prepare a Section 382 analysis to determine the availability of net operating losses and other tax attributes post-close.

Tax Accounting

Assist with the preparation of the tax provision.

Tax Compliance

Prepare federal and state income tax returns.

Sell-Side Tax Services

Overview

Summarize the tax implications of the potential disposition.

Tax Structuring

Prepare structuring alternatives and summarize the tax implications.

Vendor due diligence

Identify and remediate issues that the seller may not be aware of that could be discovered by a buyer during due diligence.

Tax basis calculations

Compute tax basis in the asset being sold, including stock in a subsidiary.

Legal agreements

Provide comments to your legal counsel on the agreements to effectuate the transaction.

Valuation of Tax Attributes

Prepare an analysis of the underlying tax attributes and the potential value a buyer can obtain from them (e.g. basis, NOLs, interest expense carryovers, credits).