Mergers and acquisitions are a key part of modern corporate strategy, from closely-held businesses and private equity to Fortune 500 companies, but a consistent theme is that successful merger and acquisition activity requires careful transaction planning and due diligence.

P&N’s transaction advisory services combine the depth and resources of one of the Gulf South’s largest CPA and consulting firms with the personalized attention of a boutique firm. P&N has advised clients in transactions ranging from pre-revenue start-ups to billion-dollar enterprises, customizing each engagement team to apply the right level of technical knowledge, industry depth, and staffing resources to meet the scope of services, timeline, and budget. Our capabilities can assist you in a buy-side or sell-side environment in several functional areas:

Financial Due Diligence

Financial due diligence is the heart of our transaction advisory suite. Our financial due diligence process focuses on:

• Identification of key business drivers, trends in profitability, and significant concentrations of risk
• Assessing quality of earnings:
  • Identification of unusual or non-recurring transactions, revenue streams, or expense items.
  • Identification of significant accounting policies and their impacts.
  • Assessing the adequacy of judgmental accounts.
  • Review of GAAP compliance, when applicable, through either specialized procedures or the performance of financial statement audits or reviews.
• Cash flow analysis
• Working capital targets and analysis
• Review on- and off-balance-sheet assets and liabilities
• Evaluation of management's forecast

Tax Due Diligence

Tax due diligence is natural complement to our financial due diligence process. Whether structured as a stock or asset transaction, understanding the tax implications of the deal and determining an optimal tax structure that meets the needs of all parties is critical. In addition to transaction structure and taxation, parties need to understand the company’s overall tax position and exposure, from federal and state income taxes, to payroll and sales taxes, to multi-state and multi-national taxes.

IT/IS Diligence

Information technology and information security are critical parts of most modern businesses. While the use of technology can be a source of value, it can also be a liability due to potential costs and threats, such as those related to technology infrastructure and security incidents. Understanding the IT needs and environment of a company has taken on more significance in transactions, either in licensing compliance, deferred maintenance, impending breach and/or security costs, or integration expectations.

P&N offers full-service technology professionals that specialize in providing security, compliance, and/or infrastructure assessments, as well as reselling and supporting overall technology environments and major accounting software packages.

Valuation

Valuation is a synthesis of the due diligence process; with an understanding of the financial and operational concerns of a company, our valuation team can assist in estimating a purchase price or price range, or advise as due diligence adjustments impact a pre-defined purchase price.

After closing, our valuation team can assist with allocating the transaction purchase price in accordance with Generally Accepted Accounting Principles (GAAP).

Integration

Integration is where the real work begins. While management will bear ultimate responsibility for business success, someone must keep the integration timeline on track and confirm that organizational changes are implemented strategically. P&N has a team of experienced project management professionals and change management specialists who develop and execute strategic change implementation plans to include culture integration, internal communications, end-user readiness assessments, and employee training development and delivery. Additionally, our IT, HR, and internal audit teams can work to integrate systems, personnel, and accounting and business policies and procedures.

Post-Transaction Disputes

Disputes are never a desired outcome, but post-acquisition conflicts do arise. From misrepresentations to balance sheet ”true-ups” and working capital disputes, our professionals work with legal counsel to understand and assist with financial dispute resolution, and have the testimony experience to support you in litigated matters.