Here to support you during a transaction
Whether you are buying, contemplating selling, actively marketing, or refinancing a business our Transaction Services team is here to support you in maximising value
Transaction Services
Our Transaction Services team is here to support you in maximising value
Helping you realise value in a transaction
Buying, selling, or refinancing a business has the potential to be complex. Undertaking due diligence is important to ensure you are fully informed, enabling you to maximise value, identify, and where appropriate mitigate, financial and tax risks.
At its core financial due diligence provides you with a comprehensive understanding of the target company’s financial health and potential risks, enabling you to make informed decisions.
This is achieved by conducting a thorough analysis of historical financial data including the normalised level of earnings, validating management’s equity story and business plan assumptions, and bridging the gap between enterprise and equity value, including a detailed assessment of net working capital and debt and debt-like items.
We can help you and your lawyers to define the financial aspects and protections within the sale and purchase agreements.
With over 18 years of Big Four financial due diligence experience, I help my clients throughout a transaction process, providing my insights, advice and views, as well as navigating Blick Rothenberg’s technical specialists on their behalf.
Jon Jesky
Partner
View Jon's profile
Why Blick Rothenberg
Blick Rothenberg’s Transaction Services team provides Big Four quality with a tailored, Partner-led approach to private equity, corporates, owner-managers, and family offices. We will work with you to navigate the specific complexities and focus areas of your transaction, providing our independent view to assist your decision making.
Far from being a generic tick box exercise that represents numbers, Blick Rothenberg’s financial and tax due diligence adds clarity, efficiency, and value to a transaction process.
We provide insight into the core equity story which underpins an enterprise’s value, whilst flagging risks and areas for further consideration.
Throughout the transaction process we will maintain regular contact with you, ensuring an efficient process with no surprises.
Buy-side due diligence
When buying a business, you want to understand what you are acquiring on day one and don’t want any surprises. We will work with you to tailor our scope, approach and deliverable to meet your requirements, and those of other stakeholders, including lending banks and W&I insurers.
Our buy-side financial due diligence assesses the target’s historical and projected financial performance in the context of its equity story and key business drivers. We provide our view of underlying normalised earnings together with working capital and other enterprise value to equity price issues including debt and debt-like items.
From a tax due diligence perspective, as well as consideration of the target’s compliance around corporation tax, payroll taxes and VAT, our specialists in areas such as R&D claims, transfer pricing, and management incentive schemes can also be engaged should a potential risk be identified.
Depending on the countries involved, we will work with you to consider any implications for tax extraction, together with suggesting options to optimise your acquisition tax structure.
We can also provide advice on sale and purchase agreements including around defining the purchase price mechanisms together with advice on key financial protections including the financial and tax reps and warranties, indemnities, and tax deeds. We can also support you throughout the completion accounts process.
Sell-side support
When selling a business being prepared and anticipating the areas of focus and questions that are likely to come from potential acquirers and how you will respond is key. By being ready to provide interested parties with robust sell-side information on day one, you will be able to maintain positive deal tension, reduce the disruption to your day-to-day business and maximise value.
Our support will be tailored to prepare you for your specific process and subsequent buy-side due diligence. We will work with you, often in advance of the formal process, be that helping assess your transaction readiness from a financial and tax perspective, considering if any pre-deal tax structuring would be appropriate, through to vendor assistance work.
Vendor assistance support may involve amongst other things helping you to: present your historical financial information; document your business plan; consider your approach to net working capital and debt and debt-like items, including how these are defined in the sale and purchase agreements; or just helping you respond to bidder queries.
If required, we can prepare a financial vendor due diligence report with the intention of assigning this to the successful acquirer.
Post deal services
Throughout the transaction process your Transaction Services team build up detailed knowledge of the target business, including around its accounting policies, systems and processes, which we can leverage to assist you post deal.
Whether it is assistance with the funds flow and completion accounts process; or more broadly helping to resolve issues identified during the due diligence process; assisting with the alignment of accounting processes and systems including FRS 102 conversions; helping optimise legal entity structures; assisting with supply chain integration and transfer pricing; through to advice on post-transaction tax-efficient staff retention and incentivisation schemes; amongst others, we are here to help.
International deals
Undertaking a cross-border transaction be that inbound into the UK or a UK entity looking outbound can add additional complexities.
Our experienced team can help you navigate this journey, leveraging our international deals experience, our Inbound country desks, and our membership of Allinial Global.
With teams in 109+ countries, no matter where you do business, we have people who can help.
Services include
Financial Services
Buy-side financial due diligence
Financial vendor due diligence
Vendor assistance
Transaction readiness assessments
Sale and purchase agreements
Completion accounts review
Tax Services
Tax due diligence
Sale and purchase agreements
Pre-sale restructuring
Acquisition tax structuring
Personal tax planning
Structuring of management incentive schemes
Structuring of purchase consideration
Post deal services
Resolution of issues and risks identified during the due diligence process
Advising on the accounting implications of transactions
Alignment of accounting processes and systems (including FRS 102 conversions)
Legal entity / group rationalisation
Transfer pricing and supply chain integration
Advice on post-transaction retention of staff, including tax-efficient incentivisation arrangements
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