Transaction Advisory

Buy-Side Financial Due Diligence

Corporate strategic buyers and financial investors seeking to acquire, merge with or invest in a business engage DHG to:

• Assist in gaining an understanding of the financial conditions of a target company
• Assess a normalized level of cash flows used for valuing a company
• Assess the quality of assets
• Identifying key transaction issues

Our Buy-Side Financial Due Diligence Services focus on the target company's business and profitability drivers as to provide the buyer with the ability to assess and analyze the potential acquisition at the proposed purchase price. Our due diligence assists our clients’ decision to proceed, renegotiate or restructure, or withdraw from the transaction.

Our Buy-Side Financial Due Diligence Services include:

• Quality of Earnings (EBITDA)
• Quality of Net Assets
• Working Capital Considerations
• Purchase Price Adjustment Analysis
• Analysis of Forecast
• Key Performance Indicator Analysis
• Customer and Product Price/Volume Analysis
• Accounting Department and Financial Reporting Documentation
• Other key business drivers

Sell-Side Financial Due Diligence

Companies seeking to sell their business trust in DHG to help them prepare for the requests of potential buyers. We leverage our merger and acquisition experience to help thoroughly prepare a corporation for the inquiries, documents and analyses that the potential acquirer will request. The transparency and quality of financial reporting that sellers can instill in their financial records may dramatically enhance the value of a deal.

Our Sell-Side Financial Due Diligence Services take an immense amount of pressure off of corporate executives and better prepare them for a business transaction. By utilizing our services to assist in the preparation of a transaction, our clients are better positioned to obtain maximum value for their company and reduce the risk of unexpected purchase price adjustments or surprises that could terminate a transaction.

Our Sell-Side Financial Due Diligence Services include:

• Financial Reporting and Accounting Process Analysis and Improvement
• Divisional Carve-Out Assistance
• Data Request Strategy and Assistance
• Transaction Planning
• Purchase Price Adjustment Analysis
• Working Capital Analysis
• Reverse Due Diligence

Tax Due Diligence and Structuring

Certain tax issues can make-or-break a transaction. Our experienced tax professionals collaborate with our resourceful finance and accounting due diligence professionals to summarize tax information that may affect your transaction. Our tax transaction services include, but are not limited to:

• Optimal Structuring & Tax Due Diligence
• Tax Compliance Services - including Federal, State & Local and International
• Accounting Method Reviews - including Inventory & Capitalization Expense Acceleration & Income Deferral
• Tax Accounting Services - including FAS 109, FIN 48 & SOX 404
• Federal Tax Services - including Income/Franchise, Sales & Use, Property, Unclaimed Property & Incentives
• International Tax - including Transfer Pricing & Foreign Tax Credit Planning
• Executive Compensation - including IRC 409A & ESOP Planning
• Sales & Use and Property Tax

Operational and Information Technology Diligence

Buyers must understand the level of technological sophistication of the target company as part of an acquisition. Our team of IT and Risk Advisory professionals serve clients in a variety of industries by helping them build and adapt risk management capabilities in times of significant expansion and regulatory change. Our professionals leverage:

• Industry and public accounting experience
• A thorough understanding of changing compliance requirements
• A firm grasp on the impact of new processes and technologies that our clients use

DHG is experienced in providing risk management and advisory-related assistance in a number of areas:

• Internal Audits and Audit Plan Assistance
• IT Advisory Services
• Information Systems Controls Reviews (based on best practices and FFIEC guidelines for financial institutions)
• Assistance with IT-related documentation and testing associated with SOX 404
• Compliance Assessment for Privacy Requirements (GLBA and HIPAA)
• SSAE 16 and Agreed Upon Procedures
• Integrated Controls Reviews of the platforms and applications supporting key business processes
• Network Security/Vulnerability Assessments and Penetration Testing
• Consulting and Advisory
• IT and Operational Due Diligence Assistance, including IT platform, cost and scalability analyses

Post-Transaction Services

A transaction does not end with the signing of the sale and purchase agreement. Our Transaction Advisory Services professionals provide an array of offerings to help our clients navigate the complex issues that arise following the transaction closing. Our Post-Transaction Services facilitate the transition to new ownership and assist our clients in maximizing the value of the transaction. In addition, DHG strives to continue the relationship and provide audit and tax related services to the portfolio company.

Our Post-Transaction Services include:

• Purchase Price Allocation
• Earn-Out Calculations
• Closing Balance Sheet Assistance
• Working Capital Analysis
• Assurance Services
• Income Tax Services