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Transaction Services Our Clients Depend On

Before making decisions for a business transaction, your company needs information on all aspects of a merger, acquisition, or restructuring to minimize risks and maximize the value. Gaffey Deane & Talley provides clients with transaction services to give them the clearest understanding of their financial opportunity.

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Get a Free Consultation for Transaction Services

Gaffey Deane & Talley wants to help you get the most out of your business transactions by making informed decisions with thorough research and robust reports on risks and benefits. Call us today to schedule your free consultation to find out the many transaction services we offer to help businesses.

Tax Services for Mergers, Acquisitions, & Restructuring

Companies dealing with a transaction process for a merger, restructuring, or acquisition have Gaffey Deane & Talley to trust for any of the following services:

Acquisition Due Diligence

This service gives clients a competitive edge by using our findings for optimal negotiations and risk mitigation. Our services help give you a competitive edge with a proven track record, and our Transactions Services team’s senior members provide hands-on involvement. This gives us the confidence around numbers that support early identification and evaluation of issues that will most likely have a significant impact on risk or purchase price. We use a balanced cash, commercial, and finance-focused approach to provide you with an informed and robust view of all financial information regarding the acquisition, including:

  • Business trends and drivers in profitability
  • Cash flow, earnings, and revenue quality and sustainability
  • Forecast process and the underlying assumptions
  • Carve-out issues and stand-alone cost structures
  • Synergies and integration opportunities post-acquisition
  • Potential contingent liabilities and quality of assets
  • Most appropriate purchase price allocation
  • Working capital and capital expenditure requirements (current and forecast)
  • Key deal issues and strategies for risk mitigation and optimal negotiation
  • Reliability of the source date and quality of the audit
Sell-Side Assistance and Pre-Sale Due Diligence

Businesses can maximize their value for sale with an independent assessment, in which you can “look through the eyes of the buyer.” We focus on identifying issues with an impact on value or transaction risks early on, allowing us to assist clients with strategies to minimize risk and realize additional value. We present financial data for negotiation while sustaining a transaction timetable and minimizing disruption to current business operations. Our approach is focused on a balance of financial, commercial, and cash values, giving a robust and independent view that supports:

  • Management to develop solutions for value issues
  • Business drivers and trends in profitability
  • Early identification of value issues and value enhancers
  • Quality and sustainability of cash flows, earnings, and revenues
  • Stand-alone and carve-out cost structures
  • Reliability of source data and robustness of the audit
  • Identification of potential contingent liabilities and quality of assets
  • Working capital and capital expenditure requirements
  • Data room preparation, quality control, and management follow-up
Tax Due Diligence

Our buy-side and sell-side procedures for tax due diligence help to pinpoint and investigate tax risks before executing the transaction. We analyze the following areas for a company’s historical compliance: Federal and state income taxes, franchise taxes, property taxes, payroll taxes, sales, and use taxes, value-added/excise taxes, and foreign taxes.  We prepare a report based on our procedures analyzing various information like tax returns and financial statements, during which we determine potential tax opportunities and issues. Through target business understanding and analyzing associated tax implications, we research the company’s audit history, assess internal compliance process adequacy, and identify and quantify the liabilities a buyer might assume upon a proposed transaction’s consummation. Our tax due diligence specialists create strategic solutions for tax issues that may arise from sales, restructuring, and acquisitions and advise you on all compliance matters to realize your transactions’ maximum tax advantages. Companies benefit from all of our tax due diligence services, including:

  • Performing tax diligence for mergers, acquisitions, or business reorganizations.
  • Identifying potential opportunities and risks for tax refunds and accounting methods.
  • Assisting in structuring tax-efficient transactions.
  • Integrating and optimizing tax department technologies and processes.
  • Assuming interim management positions, when required, and providing support compliance and support for tax needs.
Forecast Assessment and Evaluation

We enhance your understanding of the forecast process for a better assessment of the results and the key assumptions and achievability. With rigorous financial analysis, we evaluate the information to help you consider potential benefits and opportunities to minimize your risks for transaction decisions. Our specialists use a balanced approach to give you an informed view of all aspects of a transaction, including key revenue, gross margin, underlying cash flows, and management’s forecasting track record. We provide a robust, independent view of the following:

  • Trends and historical drivers to forecast assumptions
  • The relationship with earnings and underlying cash flows
  • Gross margin, key revenue, and trends and cost drivers
  • Management’s forecasting track record
  • Consistency of the forecast assumption with inclusion in the financial model and supporting documentation
  • Working capital and capital expenditure requirements
  • Accounting policies and historical practices consistency
  • Year-to-date operating compared with forecast and history
  • The forecast for financial impact of operational and commercial risks and opportunities
Pre-Lending Due Diligence and Field Exams

Our services extend to advising banking syndicates and lenders with financial decisions. We use an approach with a balanced commercial, financial, and cash focus to provide an informed view during the lending or financing process. Our common services for this type of operation include:

  • Traditional Asset-Based Collateral Field Examinations
  • Key Covenant Ratios and Sensitivity Analysis
  • Limited Scope Collateral Field Examinations
  • Recurring Collateral Field Examinations
  • Observation of Physical Inventory
  • Borrowing Certificate Tracking and Reconciliation
  • Accounts Receivable Aging Analysis and Ineligible Calculation
  • Written or Telephone Accounts Receivable Confirmation
  • Tracking and Scheduling of Recurring Examinations
  • Data Sorting/Extraction Services
  • Standard scope procedures for asset-based collateral examinations, by way of accounts receivable, including:
    • Turnover and dilution
    • Aging spreads
    • Reconciliations
    • Ineligibles
    • Confirmation analysis
    • Credit policies
    • Credit memo review

Estimates of value like price support, estimate of economic loss from a legal dispute, and reporting fair value are all needed in business. The concluded value or values are important, but the most critical aspect is developing robust supporting documentation. Regulators, auditors, and other experts conduct detailed reviews, so any methodologies, assumptions, and cross-checks used need to be supported, reviewed, and validated. Our specialists will save you time and money, reduce risk, offer sound advice, and make your life easier with tailored services. We can help you with valuations for any of the following:

  • Financial reporting (purchase price allocations (PPAs) and impairment testing)
  • Mergers and acquisitions / corporate strategy (synergy analysis, target valuation, and value-based strategic analysis)
  • Tax compliance and efficiency (transfers of business interests and consolidation events)

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