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Buy-Side Tax Services
Work with the collective deal team to establish a cohesive game plan to maximize the chances of a successful transaction.
Provide commentary around the tax aspects that should be included in an LOI (e.g. tax basis step-up, tax-deferred rollover, indemnities, etc).
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.
Identify a tax-efficient way to merge or acquire a business from an income and non-income tax perspective.
Provide comments to your legal counsel on the transaction documents to effectuate the transaction.
75 Days Post-Closing
Prepare elections that may be required to achieve the desired tax outcome from a transaction (e.g. check-the-box, 336, 338, 754).
Assist with preparing and obtaining the appropriate tax withholding certificates (e.g. W-8’s)
Read and comment on the tax components of the final working capital adjustment.
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 the tax exposures identified during due diligence.
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.
Analyze the transaction costs incurred by acquirer and target to identify which costs are deductible, amortizable, or should be capitalized for tax purposes.
Prepare a Section 382 analysis to determine the availability of net operating losses and other tax attributes post-close.
Assist with the preparation of the tax provision.
Prepare federal and state income tax returns.
Sell-Side Tax Services
Summarize the tax implications of the potential disposition.
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.
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).