Pre-Transaction Planning

M&A – Pre-Transaction Planning

At ZR Associates, our pre-transaction planning services are designed to ensure that both buyers and sellers are well-prepared for a successful M&A transaction. Our team provides strategic support to help navigate the complexities of the deal and achieve optimal outcomes.

For Buy-Side Transactions:

1. Planning and “What If” Scenarios:
  • Scenario planning helps evaluate various transaction outcomes, while structure design focuses on creating an optimal deal structure.

  • 2. Structure Design:
  • We design the deal structure to maximize benefits and minimize risks for all stakeholders involved.

  • 3. Incentive Compensation Strategies:
  • Aligning key employees’ compensation and retention with the transaction’s success.

  • 4. F-Type Merger:
  • Utilizing tax-efficient merger structures under IRC Section 368(a)(1)(F) and IRC Section 338(H)(10) for tax optimization.
  • For Sell-Side Transactions:

    1. Due Diligence Prep and Clean Up:
  • Preparing and refining your firm’s financials and operations for scrutiny and data room delivery.

  • 2. Transaction Readiness:
  • Ensuring the business is ready for sale and positioned for the best outcome.

  • 3. Early Identification of Issues:
  • Spotting potential problems early to address them proactively.

  • 4. Planning/What If Scenarios and Tax Waterfalls:
  • Structuring and planning to optimize tax outcomes and manage different transaction scenarios.
  • Tax waterfall analysis helps identify how proceeds will be allocated and taxed.

  • 5. Exit Strategies:
  • Crafted to maximize value for stakeholders, with incentives designed to align management’s interests with those of the transaction.

  • 6. Transaction Support:
  • During the transaction, due diligence is performed to uncover potential risks.
  • Accounting support ensures financial records are accurate, while tax projections estimate tax liabilities.
  • Quality of earnings analysis assesses the sustainability of a company’s earnings before the transaction.

  • 7. Post-Transaction Compliance:
  • Asset allocation involves assigning fair values to acquired assets, and purchase accounting ensures that the transaction is reflected correctly in financial statements.
  • Federal, state, and local tax compliance ensures that all tax obligations are met following the transaction.

  • 8. Integration Support:
  • After the transaction, integration support ensures smooth merging of the two entities.
  • This includes implementing new ERP systems, managing organizational change, and integrating processes to ensure operational efficiency.

  • ZR Associates is committed to delivering comprehensive M&A support tailored to your specific needs, ensuring that the transaction process runs smoothly and efficiently.