Transaction Advisory

Weaver’s financial due diligence professionals have years of experience diving deeply into the accounting records, financial reports, and forecasts of entities involved in a transaction. We know where to look, how to conduct interviews and what confirmatory documentation to analyze. We translate raw inputs into reliable conclusions about the cash generation potential and the financial status of the target company. 

Buy-Side Due Diligence

The buyer is normally at a distinct disadvantage when it comes to information. Effective buy-side financial due diligence is critical to making informed buyer decisions, managing risks and maximizing the potential return on investment. Starting with a thorough assessment of the quality of earnings, Weaver’s rigorous due diligence process enables buyers to rationally decide whether a deal is viable, understand potential deal-breakers, identify and confirm potential upsides, and assess the transaction’s overall value and optimal transaction structure.

A quality of earnings assessment:

• Provides deep insight into the entity’s historical earnings and cash flow
• Identifies non-recurring or unusual activities that can distort historical financial results
• Confirms the true net cash generating potential of the company
• Helps anticipate complex accounting matters to be dealt with post-transaction
• Forms the basis for developing meaningful financial forecasts
• Provides confidence and clarity in the transaction

A working capital assessment:

• Documents the entity’s cash-conversion history and risks
• Identifies seasonal working capital requirements
• Helps the buyer consider the value implications of the company’s working capital position and history
• Forms the basis for post-closing adjustment mechanisms that avoid value leakage

Weaver’s team offers many additional due diligence insights: 

• Supplier risk and concentration
• Effectiveness of the executive team and support staff
• Gross/net margin trends and impact of such factors as pricing and cost trends, product mix and volume and accounting methods impacting margins
• Evaluation of capital requirements of the business
• Human resource policies, employee compensation and reward structure and benefits
• Existence of commitments, contingencies and debt-like characteristics of the company
• Purchase and sale agreement deal terms such as representations, warranties, indemnification and true-up mechanics

Sell-Side Due Diligence 

Sell-side due diligence helps achieve a surprise-free transaction with far fewer management interruptions. Effective sell-side due diligence anticipates the buyer’s due diligence findings — both positive and negative — and positions the seller to optimize transaction value. 

Our sell-side team will work toward:

• Assessing the sell-side readiness of the business and accounting records
• Identifying potential negative issues and proactively addressing them
• Identifying value drivers and working to ensure the transaction price and structure rewards the seller
• Helping organize documentation so that the buyer’s due diligence is efficient, is not distracting, and results in fewer surprises
• Providing more control over the transaction process

Divestiture and Carve-outs

Weaver’s team considers buy-side and sell-side evaluations, as well as quality of earnings assessments when guiding you through the ins and outs of divestitures and carve-outs.

Our divestiture and carve-outs team:

• Considers the implications of carve-outs and restructuring
• Evaluates key business drivers and synergies
• Assists with and reviews of shared costs, allocation methodologies and key other assumptions
• Assists with presenting stand-alone historical financial statements
• Helps define and understand working capital

Drawing on broad experience across many industries, Weaver’s team offers comprehensive buy-side and sell-side due diligence tax advisory services.

• Buy-side and sell-side tax due diligence: Our team will identify key tax risks and opportunities prior to transactions, model and quantify risks and attributes so that they can be monetized, and assist with commentary related to the transaction agreements and insurance underwriting process.
• Transaction structuring of acquisitions, mergers, dispositions, carve-outs and spin-offs: Our deep knowledge in transaction tax restructuring covers every kind of buy-side and sell-side transaction. 
• Specialty tax projects: Analyses related to debt restructuring, transaction costs, Net Operating Loss availability, basis studies, qualified small business stock, opinions and memos, debt vs. equity analysis and entity rationalization.

Weaver’s IT Advisory professionals will advise you on due diligence for all types of business transitions.

Our work isn’t finished until we’ve covered all the processes in your transaction — we’ll see you through the final closing and all post-transaction steps.

Weaver’s post-transaction advisory team will help you with:

• Working capital analysis, true-up calculations and reconciliation 
• Final closing statement reviews
• Purchase price allocations
• Earn-out calculations
• Opening balance sheets 
• System and accounting integration
• Development of accounting policies
• Budgeting and financial planning and analysis 
• Month-end reporting packages

Weaver has the depth of knowledge and experience to navigate the most complex valuation needs for business transactions.

Our transaction valuation advisors will help you with:

• Pre-LOI
•  Purchase price allocation
• Fairness opinions