Post-deal performance relies on identifying sustainable earnings and reinvesting where it matters.
MLB®’s Lauren Shehadi talks with CohnReznick partners Vikram Devanga and Marc Nadritch to explore key insights.
Pre-transaction services
On both the buy and sell-side, stakeholders need the right data to make informed decisions as they navigate the prospective risks and rewards of a transaction. Our advisors combine deep industry experience with connected business expertise in providing financial modeling, benchmarking, and due diligence services to help you assess the potential of a deal.
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We provide financial “what if” scenario planning, model creation, and benchmarking which may include compilation of historical information, revenue forecasting, and 13-week/26-week cash flow analyses.
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Using historical financial statements and industry-specific databases, we evaluate a company’s financial and operating performance against best in class.
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Compiling publicly available information, we conduct a preliminary review of target company financial and non-financial information, identifying potential risks/issues prior to Indication of Interest (IOI) or Letter of Intent (LOI). We can also provide deal structuring advice to optimize tax positioning and bridge the gap between buyer and seller positions.
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Conducting a comprehensive assessment of a target company’s financial statements, sell-side diligence report (if available), tax returns, and other financial records, we work to identify any red flags that could impact the transaction.
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Evaluating the target company’s operations, processes, teams, supply chain, and IT/Cyber/Software infrastructure, we identify inefficiencies and recommend areas for improvement. Our services include standalone and one-time cost analysis, Transition Services Agreement development and negotiation support, and functional transaction readiness planning or separation readiness planning.
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By providing a comprehensive assessment of a target company’s market position, competition, products and services, customers, and marketing strategies, we identify growth opportunities and potential synergies with the acquirer.
Transactional advisory (during the deal)
Go and no-go decisions, including sale and purchase agreements, rely on a comprehensive discovery process involving due diligence workstreams and merger and integration planning. Our advisors can help you sort through the noise to keep things moving ahead confidently.
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We provide detailed quality of earnings, net working capital and debt and debt-like analyses. This is accompanied by a critical P&L analysis of revenue, expenses, contribution, and EBITDA margins as well as significant balance sheet accounts.
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We examine critical drivers of revenue and margin through analyses that may include price-volume-mix, customer churn, revenue-margin, revenue waterfall chart, and lookback analysis.
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We can assess distressed companies in collaboration with our bankruptcy and restructuring team with the goal of preserving going-concern value.
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We can conduct a strategic review of cultural fit of employees, health and welfare programs, retirement plans, compensation structures, benefits and labor contracts, and underlying costs.
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We can identify IT and infrastructure-related risks and uncover opportunities to reduce technology costs and increase efficiency.
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We help deal participants reduce tax burdens and maximize returns by identifying alternative deal structures, planning opportunities, tax risks, and potential tax credits and incentives.
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We provide a 100-day plan (with 30-day intervals) to drive organizational accountability. Services may include a process improvement plan, assessment of management team and organization structure, creation of performance KPIs, and an estimate of financial investment required.
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We can provide specialized due diligence services that are critical to the transaction, including cyber and privacy due diligence, cyber risk assessment, ESG due diligence, regulatory and compliance due diligence, commercial due diligence, and GAAP/IFRS accounting.
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Our services include standing up and leading an Integration or Separation Management Office (IMO / SMO), functional integration or separation planning and execution, Day 1 readiness and day 100+ integration planning, functional organization design, TSA development, and other tactical transaction support.
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We collaborate with outside counsel to make sure the SPA accurately reflects the results of due diligence and key commercial negotiations, maximizing value and minimizing the risk of post-closing disputes. Our industry and market-focused insights, along with Transition Services Agreement (TSA) development, costing, and negotiation support, help clients secure a favorable position during negotiations.
Carve-outs present a unique opportunity for buyers
Post-merger integration
We support functional post-close merger integration execution, including leading the Integration Management Office (IMO) and development of the future state target operating model, Day 100 planning and execution, TSA exit strategy, communications and change management, and synergy tracking and realization.
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We advise on a range of issues that can impact/improve the financial performance of the newly combined company including sales and marketing effectiveness, pricing strategies, customer segmentation and retention, and bundling/customer offerings.
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We identify cost reduction strategies including working capital optimization, process improvement, inventory management/ supply chain optimization, back-office consolidation, technology strategy and transformation, and operating model redesign.
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We can identify and fill gaps in the portfolio company management team as part of a broader value creation plan.
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We can provide outsourced and managed services solutions to expand bandwidth and accelerate execution of projects and strategies.
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We provide post-close data analysis that can include preparing a customized dashboard to summarize key observations in monthly reporting, board presentations, and investor reporting. Our use of PowerBI visualization offers multiple dynamic views.
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We help prepare or review the adjustment statement at close. This includes assessing areas such as cash purchase price per SPA, final net working capital adjustment, actual cash/actual debt at close, and actualized transaction expenses and escrow amounts at close.
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We leverage our accounting/GAAP expertise, transaction experience, and dispute resolution skills to negotiate post-acquisition purchase price issues related to working capital adjustments, earn-out disputes, and indemnification claims. Our services can include acting as a neutral third-party arbitrator.
Dealmakers Unplugged Podcast
Unlock strategies for dealmakers to thrive in today’s competitive market. Gain actionable insights, practical tips, and expert perspectives from industry leaders.
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