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Consulting Services

Merger & Acquisition Advisory Services

Companies pursue mergers and acquisitions (M&A) for a multitude of reasons. Whether it is to improve shareholder value, expand, acquire assets, increase financial capacity or some other strategic reason, having valuable insight is critical before committing your capital, energy, and reputation to a transaction. E. Cohen’s Merger and Acquisition Advisory Services Group assists business owners with navigating the complexities of M&A transactions. Our professionals deliver intelligent, objective advice based on our knowledge of the industry, business structure, and existing market conditions. We team our experienced transaction professionals alongside our audit and tax experts to achieve the most complete assessment of your situation. Each transaction strategy is tailor-made, developed with a thorough understanding of your desires, expectations, short-term needs, and long-term objectives. E. Cohen combines relationship-focused values with deep technical strength and experience.

Deal Structuring
  • Deal Structuring
  • Due Diligence
  • Quality of Earnings
  • LOI and Purchase Agreements
  • Post-Acquisition Accounting
  • Deal Structuring

    • Evaluation of asset vs stock sale/purchase benefits to optimize tax, monetary, financial reporting, and legal liability purposes
    • Consideration of assets/liabilities to be included/ excluded to ensure buyer protection
    • Strategies for contingent consideration, e.g., post-closing working capital guarantees, earnouts, seller participation in future financial upside/ downside to minimize buyer exposure
  • Due Diligence

    • Review and analysis of seller-provided financial and other information and verification procedures
    • Proper application of GAAP in financial statements and impact of GAAP omissions/departures on seller financial history and position
    • Financial Modeling
    • Preparation of forecasted earnings, cash flows and balance sheets using modular approach that allows for “what-if” and sensitivity analysis
  • Quality of Earnings

    • Review of financial results for non-recurring and/or omitted items
    • Adjustment for related party transactions not recognized at fair market value, including owner compensation (under/over)
    • Analysis of seller customer contracts, contract backlog and waterfall, customer histories, product histories
    • Recasting of historical and projected earnings based on findings
    • Sensitivity analysis for key earnings determinants
  • LOI and Purchase Agreements

    • Review of relevant tax, financial and financial reporting provisions to ensure consistency with parties’ intent and buyer protection
    • Assisting legal counsel with navigating, interpreting, and negotiating tax and financial provisions
    • Verification that essential tax and financial language affecting working capital, contingent consideration (e.g., earn-outs), and representations and warranties are clear and concise determinants
  • Post-Acquisition Accounting

    • Working capital calculation and certification in accordance with purchase agreement
    • Preparation and filing of required tax forms, including stub-period returns, tax elections, etc.
    • Allocation of purchase price to identifiable assets, including revaluation of assets/liabilities at fair market value and determination of goodwill to be recorded
    • Determination of beginning balances
    • Audit of opening balance sheet in accordance with GAAP and GAAS

Buying or selling a company has a lasting effect on your shareholders, management, and employees, making partnering with an expert a business imperative.

E. Cohen’s Mergers and Acquisition Advisory Services Group confidently navigates through this complex and intense process—from planning to negotiations to closing the transaction—with professional guidance about valuation, process, and how to prepare.

Regardless of size or location, we can help you understand a company’s strengths, weaknesses, potential risk areas, and improvement opportunities to assist in your transaction decision. Our professionals deliver intelligent, objective advice based on our knowledge of the industry, business structure and existing market conditions.

E. Cohen’s team of trusted advisors has completed due diligence engagements on hundreds of millions of dollars in transactions across a wide range of industries. E. Cohen combines relationship-focused values with deep technical strength and experience. For our clients, a cookie-cutter approach is never an option – that is our competitive edge.