As your business makes the journey through the life cycle, unique opportunities arise, presenting their own risks, challenges and rewards.

Making the journey successfully requires skill, planning and proper execution. Our Transaction Advisory Team has the experience, skills and capabilities to help you navigate the challenging landscape successfully and in a timely fashion.

Comprehensive support to maximize the results of your transaction

We assist our clients on both buy-side and sell-side transactions. Whether your business is seeking seed capital for growth, an internal management buyout, strategic acquisitions, asset allocation consult or the ultimate sale of your business, we dedicate the time to understand your objectives, help organize the process for you and ensure we best match your priorities. We are able to work in any capacity collaboratively with your team of advisors.

Important Terminology and Keywords Relative to Acquisition Due Diligence

338(h)(10) Election

336(e) Election

Asset Purchase Agreement (APA)

Capital Expenditure (CAPEX)

“Cash-Free Debt-Free”

Confidentiality or Non-disclosure

Contingent Liabilities

Covenant Not to Compete



Enterprise Value (EV)

Escrow Funds or Hold Back

Fair Market Value

Financial Due Diligence

Free Cash Flow

Net Book Value of Assets

Net Working Capital (NWC)

Net Working Capital Peg

No Shop or Exclusivity

Normalized Earnings

Purchaser Indemnification

Purchase Price Allocation

Stock Purchase Agreement (SPA) or Membership Purchase Agreement (MPA)

Important Terminology and Keywords Relative to Acquisition Due Diligence

Some of our Transaction Advisory service offerings include:

  • Buy-side due diligence
  • Sell-side due diligence
  • Net-working capital adjustment calculations pre and post transaction
  • Quality of earnings assessment
  • Purchase and sale agreement review
  • Personal goodwill allocations
  • Maximizing after-tax proceeds
  • Pre-acquisition planning
  • Waterfall and operating agreement review/analysis
  • Post-acquisition & optimization services
  • Divestitures & Carve-outs
“Newburg | CPA and their due diligence team were a wonderful resource in helping us navigate all the nuances within our transaction. They worked closely with our legal team to help ensure the transaction was coordinated in the most tax efficient manner. They provided timely advice with a valuable perspective on all the pre and post transaction details that helped streamline our Asset Purchase Agreement and post settlement. There tax advice, execution in all respects regarding timeliness and  accuracy was exceptional. David Natan and his team came highly recommended to me and performed exceptionally.”
Mike Dubeau, CEO, Victory HVAC
“Newburg helped us greatly on both ends of the spectrum, from acquisition to sale. Their due diligence team was exceptional in helping guide us through all the complexities encountered in an organized fashion. Thanks to their expertise we were able to avoid several land mines and reduce our tax exposure significantly.”
Tony Khazen, Datel, Inc.
“The Newburg staff provided value-added guidance throughout our due diligence process working collaboratively with our legal team. They helped us navigate key accounting and tax provisions along with the net working capital stipulations both pre and post transaction”
David Goldstein, Mekko Graphics
“They were integral advisors assisting with the sale of the Vinny Testa’s chain of Italian restaurants, back in 2002. In addition, they have provided beneficial advisory along with accounting and tax planning with my subsequent acquisitions; Mission Oak Grill in Newburyport, Rosebud Diner in Davis Sq. Somerville, Mission on the Bay in Swampscott, and Burro Bar in Brookline.”
Martin Bloom, Restaurant Entrepreneur

Accounting and advisory services that add value and build trust.

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