When it comes to selling a company, we know every seller wants to shorten the deal process, minimize management disruption, improve the chances of a successful closing, and maximize post-tax proceeds. Leo Berwick professionals work hard to ensure your exit is a success.
What We Can Do For You.
Dataroom Prep
We’ll help populate the dataroom to make sure that it’s complete and aligned to your marketing documents, while not providing unnecessary information.
Pre-Sale Tax Structuring
We’ll structure the transaction with a view to maximizing your after-tax proceeds. This includes tax modeling and running calculations to assist in the decision-making process.
Sell-Side Financial Due Diligence
Whether in fact book or report formats, we provide relevant financial and accounting Quality of Earnings (“QofE”) analyses to ensure that bidder information requirements are immediately met and that the transaction process can play out on an expedited basis. This reduces pursuit costs for bidders and enhances competitive tension.
We work with management at their pace to obtain answers to the most common questions likely to be posed. We act as a first point of contact for bidders, leaving management free to do what they do best – manage their business.
By engaging with management early, we help identify possible issues that would otherwise out in diligence. This allows clients to control the narrative on potential deal risks.
Sell-Side Tax Due Diligence
Sell-side tax diligence on your company, if done early, can help uncover and fix tax issues that could put off potential buyers and impact your selling price. We’ll perform mock tax diligence calls with your management and tax preparers to guarantee there are no curveballs throughout your deal process. We’ll also prepare a presentation that summarizes your company’s tax profile and background to help expedite a potential buyer’s due diligence process.
Purchase Agreement Review
We work with your legal advisor to make sure the transaction documents (e.g., share purchase agreement, asset purchase agreement) are executed in a way that’s best for you from a tax, financial and accounting perspective.
Current Trading Review (Sell-Side)
The underlying performance of the company can change for any number of reasons as a deal progresses. Whether done for pre-signing, pre-closing or post-closing time periods we work with clients to understand the practical implications of marked improvement and deterioration their business and subsequent deal considerations that might arise.
Estimated Completion Accounts Review (Sell-Side)
In the lead up to closing we work with you to ensure that your preparation of estimated working capital statements, net debt schedules and other key purchase price adjustments stand up to scrutiny by the buyer. This minimizes dispute early and establishes a precedent for the buyer’s preparation of final statements and schedules.
Final Completion Accounts Review (Sell-Side)
After closing we work with you to ensure any buyer-prepared final working capital statements, net debt schedules and other key purchase price adjustments align to the your purchase agreements.
Leakage Review (Sell-Side)
Where locked-box closing mechanisms are used we work with you to ensure that any and all leakage events as defined in your purchase agreements are identified and their implications to purchase price understood.
Let’s work together.
You want an M&A expert who gets it. A commercially minded expert who understands deals. A partner who shares your drive for minimizing risk, maximizing value, and accelerating returns.
That’s Leo Berwick. The first call you make for any deal.