ADVISORY SERVICES

A successful middle market transaction requires time and resources from all parties involved. Unfortunately, many business don’t always have the expertise, time or personnel to appropriately apportion to a transaction. When you engage Winston Street, you gain instant access to a specialized team of M&A experts dedicated to your transaction, whether it is successfully executed or terminated for a lack of alignment with strategic objectives.

Our advisory services don’t just focus on the end state of a transaction. We believe in developing long-term relationships with our clients by providing superior M&A advisory services that focuses on accurate, supportable and timely analyses at every point throughout the transaction cycle. Regardless if you are looking for a limited scope of services or you require a full scope corporate acquisition team, our experts are available to guide your through all the complexities of a transaction.

Corporate Strategy and Exit Planning

Prior to acquiring or selling a business, it is important to develop and understand a business’s overall strategic objectives. On its surface, it may appear like a simple and insignificant exercise; however, these objective form the basis from which a business will target a company for acquisition (or allowed to be acquired by a specific buyer) and will continue to serve as guidance throughout the transaction. For instance, a buyer may seek to increase revenue by acquiring another company with access to a restricted geographic market. Or a seller may seek to only sell if the buyer is able to ensure the continued employment of certain key employees. Regardless of the status of your corporate strategy or exit plan, Winston Street will ensure your transactions start with a well-defined and executable M&A strategy that aligns with your corporate objective.

There is a lot of infrastructure that needs to be in place before you sell or acquire a business and Winston Street is here to make sure you are presented to the market fairly. One of the biggest concerns a buyer always has is the accuracy of the seller’s historical financial statements and under what accounting principles they are prepared.  These historical records provide the buyer with an understanding of how successful the company has been and provides insight into what to expect in the future. Other aspects of the business are under the scope as well, including legal formation, proof of ownership, customer contracts, operational processes and much more. Winston Street’s pre-transaction readiness program prepares you and your business for a smooth transaction.

Business valuations are a natural step along the transaction cycle. In fact, it’s usually one of the first things a buyer or seller will inquire about. Conducting a formal valuation is a great way to start when you want to understand where to price an offer. But valuations are used for many other purposes. For instance, valuations are conducted for purchase price allocations, goodwill impairments, tax or regulatory compliance, investment analysis, litigation support and many other purposes.

A fairness opinion involves a detailed valuation of a potential merger, acquisition, buyout/buyback or any other transaction where an opinion of value is required by a company’s board of directors, special committee or shareholders. A fairness opinion from Winston Street is more than a check in the box. Our valuation experts provide a complete and supportable opinion that reflects a realistic understanding of current capital markets and integrates the nuances of company specific value. Each fairness opinion engagement goes through a rigorous conflict check for independence to ensure the utmost reliability and confidence in our product.

Sometimes a transaction doesn’t work out the way it was intended and legal is forced to step in to resolve a conflict. In fact, there are numerous examples of why a transaction can go sideways and they can go sideways at different points. For instance, a seller may breach a letter of intent by shopping itself to another prospective buyer during a period of exclusivity or a seller may dispute a post-closing working capital or earn-out calculation. The issues can be complex and having a qualified financial expert that specializes in M&A events can add immediate value.

When it comes to M&A taxation, structure matters. Specifically, the deal’s structure and the structures of the entities involved. And when you make a mistake in federal, state or local taxation, there always seems to be someone there to let you know. Common taxation concerns related to a transaction that we regularly address include recapture rules, net unrealized built-in gains on assets, asset versus stock structures, section 338(g) or 338(h)(10) elections, ownership of operating losses carryovers or other tax attributes, and step-ups in an asset’s basis to name a few.

We stress integration planning starting at the very beginning of a transaction, well before a letter of intent is executed.  Of course, the reality is that plans change and sometimes we are stuck with an acquisition that needs a little help. We routinely collaborate with management to put together specialized integration plans that realistically addresses the unique needs of your troubled acquisitions.