Our Transaction Advisory Services team is comprised of seasoned CPAs experienced in providing transaction assistance to corporate and private investors including PE firms, with deal size experience ranges from $300K to $15 billion.

We provide a tailored approach to rapidly identify the necessary aspects of a potential, pending, or finalized transaction to help preserve the inherent deal value. Our team is highly integrated and collaborative among due diligence, tax, risk, valuation, and M&A professionals

Quality of Earnings and Financial Due Diligence

When looking to buy a business, it’s important to conduct the right amount of financial due diligence to see the full financial state of the prospective company. Similarly, when looking to sell a business, due diligence, can save significant time and effort once on the market. Our Transaction Advisory Team would provide a thorough analysis of the prospective company’s historical books and records, discussions with management on significant processes and policies, disaggregation of financial results, and identifying irregularities or outliers that could cause those financial results to be misleading summarized in a comprehensive quality of earnings report. This report would satisfy most, if not all, of the financial due diligence needed and prove beneficial to the transaction process.

Tax Structuring

It’s critical to have a transaction structured in a tax efficient way – not only the initial acquisition but planning for an ultimate exit strategy.

  • Analysis between sale of assets vs. sale of equity.
  • Planning and structuring for seller rollover equity.
  • Consultation regarding management incentive units, options, and phantom equity structures.
  • 338(h)10 and 336(e) planning and consulting to have an equity purchase treated as an asset purchase for tax purposes.

We strive to fully understand your strategies and long terms goals to assist with the best structuring to achieve the optimal tax benefits.

Tax Diligence

We tailor our diligence procedures after discussing the pending acquisition structure with you. An Asset purchase vs a Stock purchase generally require different levels of diligence.

  • Review of GAAP / tax differences to determine if properly accounted for by target.
  • Review of Target’s treatment of employee / sub-contractor classifications.
  • Review of Target’s state and local tax compliance (sales tax, state income tax, etc.)

Analysis of potential 280G “Golden Parachute” issues and strategies to potentially mitigate the issues.

State & Local Tax

In our experience, when SALT issues are not adequately addressed at the front end by all parties, there can be a wide range of surprises that could kill the deal or drastically impact the value. The most typical issues associated with SALT include direct taxes including state and local income-based taxes and indirect taxes including sales and use tax; excise tax; VAT; property tax; and other transaction-based taxes. The financial reporting requirements for each of these taxes vary widely depending upon a company’s facts and circumstances.

Our SALT team includes full time professionals dedicated to these technical issues. We represent our clients in a manner that gives them clarity around potential exposure in addition to available refunds and savings opportunities. We are fully prepared to address issues raised by the other side and take steps to help our clients not get taken advantage of by larger companies or firms. Services may include the following:

  • Identifying jurisdictions with enough physical or economic contact (nexus) to trigger a filing requirement
  • Exposure analysis
  • Aggressive defense of tax positions when other parties overstate potential liabilities
  • Strategic advice associated with how SALT issues may impact the deal

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B&V Capital Advisors Investment Banking

B&V Capital Advisors specializes in sell side, buy side and recapitalization advisory services for companies with earnings in excess of $1.5mm and estimated enterprise value exceeding $10mm. 

Investment Banking Services and Securities offered through Independent Investment Bankers Corp. a broker-dealer, Member FINRA/SIPC BV Capital Advisors is not affiliated with Independent Investment Bankers Corp.

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Obtaining a clear valuation of the business, as well as having fairness opinions at your fingertips, is essential to any strategic investment. Our Valuation practice provides clear pre-acquisition readiness including business valuations, fairness opinions, ESOP valuations, and 409A valuations.

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Client Accounting Advisory Services

Our Client Accounting Advisory Services provide a thorough pre-acquisition preparation of your project’s accounting department. From pre-audit readiness and support to simple outsourced finance and accounting solutions, our practice stabilizes and builds a strong accounting department for operational success. Additionally, we offer CFO and Controller advisement pre and post-close, enabling the future success of your acquisition.

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IT Infrastructure

Often the last item on an investor’s mind is the IT infrastructure of a potential acquisition. Our turn-key analysis of your acquisition’s IT infrastructure provides invaluable insight into your risk exposure, potential costs of infrastructure replacement, data integrity, and cyber security risks. If any of these risks are too great, our team of professionals can build an IT infrastructure that positions your acquisition for success for years to come.

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Audit & Tax Compliance

Our audit and tax professionals provide expert guidance in meeting compliance criteria for your business. Our teams work diligently to provide a clear picture of your acquisition’s compliance status and lead the way in improving any items needed.

System and Organization Controls (SOC) Audit Services

As a service provider, your clients need to know that your processes and security controls meet their standards in order to conduct business with you, which is both a competitive advantage to your service organization, and an assurance to your clients. And as a company, you should know the strengths and weaknesses of your service providers to assure their systems and processes do not present risk to your financial reporting or data security.

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Corporate Recapitalizations and Growth Capital

Additional services we provide may involve corporate recapitalizations and growth capital. Transactions of this nature may include a partial sale of equity or preferred stock to an institutional investor or subordinated debt from an institutional investor.

In today’s market, a recapitalization can be an attractive alternative for an owner to diversify their risks associated with a concentration of wealth completely encapsulated within a privately held company. Due to the considerable amount of capital available in the market, a quality company no longer has to consider an “all or nothing” sale, as there are many options.

Based on understanding your objectives, we can discuss the broad range of alternatives available to you.

Our TAS Practice

Tax Partner and Transaction Advisory Partner Jason Sharp explains our TAS practice: the right solution for the middle market.

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