Customized Focus Areas
Our process is thorough and user friendly. We offer an ‘a la carte’ approach to work collaboratively with your legal team and address the areas of highest risk. Our objective is to arm you and your legal team with questions and potential areas of risk. We work closely with you to identify your preferred areas of focus, ensuring our efforts align with your priorities to provide you peace of mind and support.
Detailed Analysis and Evaluation
- Historical Information Review: Identify trends, anomalies, and potential areas of risk.
- Formulate Follow-Up Questions: Generate targeted questions for the Target Company to clarify uncertainties.
- Testing and Sampling: Implement potential testing or sampling of information, including:
- Cash Proof: Validate reported revenues.
- Normalized EBITDA Calculation: Ensure comfort with cash flow and valuation multiple.
- Search for Unrecorded Liabilities: Detect hidden liabilities to avoid future surprises.
Transaction Support
- Net Working Capital Peg: Assist with determining the Net Working Capital Peg and coordinate integration within the Asset Purchase Agreement (APA).
- Purchase Price Allocations/Form 8594: Support with purchase price allocations and review associated documents.
- Assist with transaction structuring for tax advantages (F Reorganization, Section 336( e) , or Section 338(h)(10) elections)
Accuracy and Representation Verification
- Information Accuracy: Review the accuracy of the Target Company’s presented information.
- Representation Evaluation: Ensure that representations made to the prospective purchaser are accurate and not misleading.
Document and Structure Review
- Corporate and Financial Structure: Examine relevant documents and information related to corporate structure, financial structure, in-force contracts, assets, and pending litigation.
- Strengths and Weaknesses Analysis: Assess the strengths and weaknesses of the target business.
Risk Mitigation and Negotiation Support
- Risk Analysis: Analyze the most unknown and risky aspects of the target business.
- Minimize Post-Settlement Surprises: Proactively address potential issues to reduce post-settlement surprises.
- Key Issue Breakdown: Identify and address critical issues influencing the final terms and conditions, including price and indemnities.
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Entity Formation and Market Analysis
- New Entity Formation: Provide recommendations and assistance with new entity formation.
- Market Data Review: Offer perspectives on the reasonableness of the purchase price and review market data and multiples relative to the industry.
Collaborative Legal Support
- Attorney Collaboration: Work collaboratively with your attorney to review the Asset Purchase Agreement (APA) or Stock Purchase Agreement (SPA), and assist with Net Working Capital Peg and other tax- and accounting-related provisions.
Choose Newburg CPA for your due diligence needs and benefit from our expertise and commitment to excellence. Contact us today to ensure a successful and informed asset purchase process. Please email info@newburg.com if you have any questions.
“As our Company continues to expand throughout the country, their planning and expertise has aided our continued growth. Their tax team has the bandwidth to help us with all our domestic income tax filings as well as all the US requisite foreign disclosures.”
“Their process and approach has been a refreshing change. It’s comforting to know they are attentive throughout the year in helping us minimize tax exposure and avoid surprises.”
“Our goal was to select a firm with top-notch accountants, high integrity and ones that specialized in pro-active business tax planning. We found our fit with the Newburg team…..it just makes the journey of growing a business more enjoyable. We are so appreciative of their support in helping us be a success!”
“We have been using Newburg CPA for over 15 years, for virtually all our accounting needs. As venture capitalists our needs are complex and Newburg CPA has assisted us with our annual financial statement audits, quarterly financial reporting, and tax planning and compliance. Their team has been instrumental in taking care of our needs so that our investors are informed, and we can stay focused on managing our portfolios.”
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