Merger / Acquisition Preparation

Merger/Acquisition Preparation

One of the most significant events in the life of an entrepreneur is the sale of the business.  Preparing for a merger or sale requires a significant amount of effort and expertise, in order to realize the maximum value for the business.

Capital CFO Services has helped seven different businesses through this exit process.  Our support mirrors the three main phases of the acquisition and includes:

1. Leading Up to the Letter of Intent (LOI)

  • Creating the historical accounting and key business metrics that will help tell the business’ financial story.

  • Helping the owner develop special compensation plans for key employees.

  • Communicating and coordinating the sale activities with limited number of employees who need to be involved in the sale process.

  • Coordinating information with the investment banker and helping with the preparation of the offering memorandum.

  • Reviewing the letter of intent.

2. Letter of Intent through Sale

  • Preparing for and managing the buyer’s auditor after the Letter of Intent is signed.

  • Developing working capital requirement options.

  • Assisting the lawyers during due diligence by providing the myriad of documents necessary for the Asset or Stock Purchase Agreement.

  • Coordinating the seller’s CPA’s activities during the preparation of tax estimates and final tax returns.

3. Post Sale

  • Advising the owner about the acquisition steps and helping the owner manage his/her emotions during the process. (Also applies to sections 1 and 2)

  • Working with the buyers on the messaging to employees the day after the sale. (Also applies to section 2)

  • Preparing the closing date balances sheet and other financial information after the sale.

  • Coordinating flow of information with the CPA for preparation of closing date tax return.

  • Working with the buyers to transition all accounting operations.

  • Working with the sellers to ensure the earnout provisions are calculated correctly.