transaction advisory services brochure

Transaction Advisory ServicesExceptional attention to detail. Personal service.

Services for Growing Companies, Financial Sponsors and Lenders

Business owners and investors

consistently face challenges in

determining the market value

of a business or successfully

navigating the complex deal

continuum during an acquisition or

divestiture. Weaver’s experienced

Transaction Advisory Services

team utilizes proven processes

and tools to both evaluate

and improve businesses from

a financial accounting, tax

and information technology

perspective. In addition to

providing clients with independent,

supportable documentation,

Weaver’s team can help identify

and resolve hidden issues to

prevent unforeseen delays and

unexpected surprises, as well as

provide points of negotiation in

the execution stage.

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Why Weaver?Widely recognized for delivering exceptional attention to detail, Weaver is also known for our personal level of service. Our team is nimble, responsive, and delivers a high level of expertise at a better value than larger, national firms.

Transaction Advisory Services clients can rely on our team for continuous support throughout an engagement—from initial due diligence and valuation to ongoing services such as annual goodwill impairment testing. By working with Weaver, your company will benefit from an efficient transaction process that enables you to focus exclusively on your core business.

Quality of earnings

Accounting processes

Working capital analysis

Tax compliance

IT applications

IT infrastructure

Key Areas for Analysis:

Purchase price allocations

Goodwill impairment

Stock options and warrant valuations

Fresh start accounting

Mergers and acquisitions

Estate and gift taxes

Due Diligence Business Valuation

Life Cycle of an M&A Transaction

Identify and understand balance sheet risks and exposures

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Due Diligence Services at a GlanceWeaver’s Transaction Advisory Services team has completed a variety of M&A due diligence engagements—with transaction prices ranging from $1 million to over $500 million—for companies in many industries throughout the country.

Buy-Side Financial Due DiligenceIn a business world where sellers usually have the information advantage, effective due diligence is critical to making informed decisions and managing risks associated with a contemplated transaction. Starting with a thorough assessment of the quality of earnings, Weaver’s rigorous due diligence process enables buyers to rationally decide whether a deal makes sense from a go/no-go perspective, understand potential deal-breakers, and ultimately, assess the overall value of the transaction. It can also help buyers avoid critical mistakes that lead to poor decisions and the destruction of value.

At Weaver, we think like an investor. Our buy-side due diligence services are tailored to help both strategic and financial investors overcome certain risks and gain a more complete understanding of a target’s financial situation, analyze adjusted earnings, and identify risks related to corporate governance. Additionally, our core services, specific benchmarking and strategic profitability analyses are designed to locate and uncover “hidden value” drivers within deals, allowing a buyer to maximize return on an investment.

Assess quality of earnings

Understand and identify cash flow considerations

Analyze forecast assumptions

Analyze business driver trends

Service Benefit

Understand normalized earnings and certain GAAP deficiencies

Determine what is driving revenue growth (or decline) and identify main drivers of earnings

Reveal unrecorded liabilities or overvalued assets (e.g., obsolete inventory, unaccrued liabilities)

Understand how current estimates bridge to actual results

Clarify expenditures (e.g., capital expenditures on new equipment) to better assess future cash flows impacting the buyer’s valuation model

Perform a cost and synergy analysis

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Sell-Side Financial Due DiligenceImproving the quality of a company’s financial reporting and accounting records can significantly enhance a deal’s value. Weaver’s assistance in the selling process brings transparency to accounting processes and documentation in advance of marketing a deal. Advance planning can potentially help improve the final selling price of the seller’s investment and minimize the negative impact from purchase price adjustments.

Sell-side due diligence allows sellers to address concerns and issues that may be relevant to even the most demanding purchaser. If going public is a goal, sell-side due diligence can assist in IPO readiness. For sellers undertaking a disposal or selling off a segment of their business, seller assistance provides solutions to assist in successfully completing divestments, such as divestiture strategy and financial statement carve-outs.

Perform a pre-sale analysis of the seller’s financial data

Maintain a consistent basis of accounting for due diligence information and financial schedules

Assist in the preparation of the information memorandum and transaction data room

Service BenefitIdentify any potential issues in an effort to avoid broken deals or decreased valuations

Facilitate efficiency of the due diligence process

Identification of carve-out costs

Create efficiencies during the due diligence process

Respond to buyer’s due diligence questions

Provide support to the seller throughout the engagement to streamline the due diligence process

Tax Due Diligence Understanding the tax implications of a transaction and establishing the best tax structure is critical to the success of most transactions. Our team works to recognize and quantify tax exposures and provide interpretations of how these exposures can affect a transaction. We can uncover critical information needed to effectively align tax structures while identifying tax saving opportunities post-deal. An in-depth tax due diligence also lays the ground work for later disposals, reorganizations and exits.

Our findings arm you with significant information about the quality of the target’s internal systems and IT organization, enabling your deal analysts to adjust the value of the transaction accordingly. Our evaluation includes such IT focus areas as:

U.S. federal, state and local income taxState sales and use taxPersonal property taxReal estate transfer taxTransfer pricing

International taxForeign taxPayroll taxFranchise tax

IT Due DiligenceWith extensive experience as IT auditors and consultants, our IT due diligence team has the insight to make meaningful and relevant recommendations on the IT aspects of a transaction. We identify high-impact areas that guide deal value, helping to maximize opportunities and minimize risk.

During our review, we focus on the operational aspects of the target’s IT systems and related organization to:

Determine the compatibility and scalability of systems to fulfill post-deal objectives.

Identify unrealistic improvement programs or under-performing projects.

Quantify deferred investments in systems and infrastructure.

Assess the quality of IT personnel.

Evaluate compliance or security deficiencies that could result in significant costs.

Determine cost savings opportunities that result from improved management of procurement and contracts.

Additionally, we assist with carve-outs, transition service agreements and post-deal integration synergy estimates, as well as better understanding of stand-alone costs.

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Significant applicationsCritical databasesData center assetsTelephone systemsNetwork infrastructure

IT supportPersonnelStrategy alignment and compatibilityProcess and workflow

During the process, we gather information through a detailed review of the company’s historical tax returns, financial statements, audit history, research and planning memorandums, and through discussions with the company’s tax compliance and planning teams.

Weaver’s tax due diligence services can uncover key information in the following areas:

Tax Due Diligence (continued)

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Representative Due Diligence Experience

CLIENT: Private Equity

CLIENT TYPE: Oilfield services

CLIENT DESCRIPTION: Private equity group

TARGET DESCRIPTION: Manufacturer and distributor of steel piping and custom pipe threading related to oil drilling

CLIENT/DEAL SIZE:$120 to $135 million acquisition

CLIENT: Corporation

CLIENT TYPE: Manufacturing & construction

CLIENT DESCRIPTION: Global design and implementation of airport baggage handling systems

TARGET DESCRIPTION: Certain manufacturing contracts in the airport construction industry

CLIENT/DEAL SIZE:$4 million acquisition


CLIENT TYPE: Real estate

CLIENT DESCRIPTION: Private equity fund focused on real estate opportunities in the energy sector

TARGET DESCRIPTION: Multi-unit office towers


CLIENT: Corporation

CLIENT TYPE: Financial services - insurance brokerage

CLIENT DESCRIPTION: Association of insurance agencies

TARGET DESCRIPTION: Property and casualty insurance broker

CLIENT/DEAL SIZE:$3 million

CLIENT: Corporation

CLIENT TYPE: Manufacturing & distributionCLIENT DESCRIPTION: Global manufacturer of gears, tools, conveyors and other machine equipmentTARGET DESCRIPTION: Manufacturer and distributor of pulley systems and conveyor belt machinesCLIENT/DEAL SIZE:$50.5 million acquisition



CLIENT DESCRIPTION: Private equity group

TARGET DESCRIPTION: Offshore drilling compliance consulting

CLIENT/DEAL SIZE:$15 to $20 million acquisition

CLIENT: Corporation


CLIENT DESCRIPTION: Manufacturer and distributor of certain oilfield services tools and equipment

TARGET DESCRIPTION: Custom maker of specialty oilfield tools and parts


CLIENT: Corporation

CLIENT TYPE: Technology & telecommunication

CLIENT DESCRIPTION: Provides bundled voice and data communication services to educational institutions

TARGET DESCRIPTION: Provides bundled video services to educational institutions


CLIENT: Corporation


CLIENT DESCRIPTION: Independent exploration and production company

TARGET DESCRIPTION:Hydraulic fracturing


Valuation Services at a Glance

Weaver’s business valuation

professionals provide financial

reporting compliance, tax

planning and compliance, merger

and acquisition assistance, and

corporate or litigation strategy

consulting. Our experienced

professionals combine finance

and accounting expertise

with sophisticated valuation

methodologies to fulfill even the

most complex financial reporting

and tax requirements.

Our valuation opinions are

fully defensible and carefully

documented to withstand scrutiny

from a variety of regulatory bodies,

including the Securities and

Exchange Commission and the

Internal Revenue Service.

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What Necessitates a Business Valuation?Beyond the fundamental fact that reliable valuations are necessary to understand the value exchanged in a transaction, many accounting and financial reporting regulations require valuations to be performed on an ongoing basis. In addition, transactions—including mergers and acquisitions and internal asset transfers—require a valuation of the underlying assets for tax planning and compliance reasons. Valuations also play a key role in litigation, audit and other corporate strategic planning issues.

Valuation ServicesPurchase Price Allocation ValuationsIn accordance with Accounting Standards Codification (ASC) 805, Business Combinations, purchase price allocations account for business combinations by recognizing the costs of acquisitions and liabilities assumed and separately recognizing intangible assets based on their fair values. Weaver has considerable experience providing clients with independent and defensible valuation analysis associated with business combinations.

Goodwill Impairment and Other Intangible AssetsIn accordance with ASC 350, Intangibles – Goodwill and Other, intangible assets with indefinite lives, such as trade names, should be tested annually. Additionally, according to ASC 350, goodwill at the “reporting unit” level must be examined or tested at three different times: (1) at the beginning of the fiscal year in which ASC 350 was applied; (2) when an event occurs that potentially has a negative impact on the value of the reporting unit, which could include adverse changes in business climate, personnel, competition, regulations and/or legal issues; and (3) annually.

Tax ValuationsTax strategies are becoming increasingly complex and, more than ever, are being scrutinized by regulatory authorities. We provide both corporate clients and personal clients (gift and estate taxes) with an objective and supportable analysis. Tax valuation services are available for C-corporations, S-corporations, limited liability corporations, partnerships and proprietorships. To help companies navigate changing tax laws and regulations, Weaver’s team has the necessary expertise to form defensible valuation positions.

Merger and AcquisitionWeaver provides consulting to clients on the financial prospects of target companies, developing a list of comparable company values and developing discounted cash flow models and other analyses in support of an offer to purchase a business.

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Intellectual Property Companies require intellectual property valuations for numerous reasons, including pricing and strategic purposes, financing purposes and tax compliance and financial reporting purposes. We understand the valuation of intangibles and intellectual property, which often includes such assets as marketing efforts and customer relationships as well as contract and technology intangible assets. We provide our clients with an estimation of the useful lives of the identified intangible assets and assist in determining market royalty rates.

Option and Warrant ValuationsDetermining the value of option contracts depends on a number of variables and requires the use of complex formulas that can lead to varying opinions of value. Under ASC 718, Compensation – Stock Compensation, all publicly traded companies are required to expense stock-based compensation. Weaver helps clients improve their options expense estimations with generally accepted valuation techniques that result in a defensible analysis.

Fresh Start AccountingFresh start accounting can be challenging. Companies can benefit most from Weaver’s responsive service approach and broad-based technical knowledge. For example, ASC 852, Reorganizations, (formerly SOP 90-7) requires a company emerging from bankruptcy to restate its balance sheet at fair value and allocate the revalued balance sheet in accordance with ASC 805. We have significant experience providing financial reporting valuations based on the rules and guidance established in ASC 805.

Employee Stock Option Plans (ESOPs)Weaver understands the importance of accurate planning, valuation and review of your Employee Stock Option Plans. One of the leading mistakes in ESOP valuation occurs in the infancy of the engagement. Weaver makes it a point to understand the background and complexities of the ESOP before beginning our work.

We meticulously consider all relevant facts in order to conclude an accurate and defensible value. Utilizing a number of approaches, we develop our assessment based on up-to-date market data from a number of service providers ensuring the fairness and precision of our conclusions.

After we complete our analysis, we review our assumptions and presentation with the client. According to ERISA, “One of the most common violations found is the incorrect valuation of employer securities.” We understand the importance of a sound valuation and utilize the review process as another source to ensure the accuracy of the valuation.

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Valuation Services (continued)

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Representative Valuation ExperienceCLIENT: Corporation

CLIENT TYPE: Technology & telecommunication

CLIENT DESCRIPTION: Provides bundled voice and data communication services to educational institutions

TARGET DESCRIPTION: Valuation for S-Corp conversion

CLIENT/DEAL SIZE:Approximately $19 million in revenues


CLIENT TYPE: Materials handling & logistics services

CLIENT DESCRIPTION: Company operates terminals in 19 different states

TARGET DESCRIPTION: Purchase price allocation valuation


CLIENT: Corporation

CLIENT TYPE: Online publishing

CLIENT DESCRIPTION: Provides businesses, government agencies and individuals with reliable and accurate raw material pricing for metal products



CLIENT: Corporation

CLIENT TYPE: Banking & financial services

CLIENT DESCRIPTION: Community bank providing traditional banking services including personal and business lending and wealth management. Currently has five banking branchesTARGET DESCRIPTION: Estate and gift tax valuationCLIENT/DEAL SIZE:Approximately $25.9 million in net revenues and $1.275 billion in assets

CLIENT: Corporation

CLIENT TYPE: Oil & gas

CLIENT DESCRIPTION: Exploration and operation of oil and gas properties

TARGET DESCRIPTION: Valuation of management incentive units

CLIENT/DEAL SIZE:$245 million in estimated value

CLIENT: Corporation

CLIENT TYPE: Financial services

CLIENT DESCRIPTION: Provides customized portfolio management for nonprofits, endowments and family offices

TARGET DESCRIPTION: Management planning

CLIENT/DEAL SIZE:$6 million in management fees and approximately $2 billion in assets under management

CLIENT: Corporation

CLIENT TYPE: Oil & gas

CLIENT DESCRIPTION: Exploration and operation of oil and gas properties


CLIENT/DEAL SIZE:$87.4 million acquisition

CLIENT: Corporation

CLIENT TYPE: Technology

CLIENT DESCRIPTION: A software holding company comprising distinct IT brands that deliver enterprise solutions to extend, manage and secure increasingly complex IT environments

TARGET DESCRIPTION: Valuation of stock options and intangible assets

CLIENT/DEAL SIZE:Approximately $830 million in revenues

CLIENT: Corporation

CLIENT TYPE: Collection & disposal of refuse

CLIENT DESCRIPTION: Provides disposal services and accepts traditional, non-hazardous waste types. Additionally, operations focus on waste disposal by rail



What Can Weaver Do For You?Weaver offers a full range of assurance, tax and advisory services. Every day, our clients rely on us for:

Assurance Audit, review and compilation Employee benefit plan audit Agreed-upon procedures IFRS assessment and conversion Private equity services Public company services SSAE 16/SOC 1, 2 and 3

Tax Federal tax compliance and planning International tax State and local tax Wealth strategies

Advisory Risk advisory IT advisory Transaction advisory Public company services Financial institutions consulting Energy compliance and consulting Forensics and litigation

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For Transaction Advisory Services, contact:Brian Reed, [email protected]

transaction advisory services brochure

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