Transaction Advisory Services

Engaging in an M&A process is a major strategic inflection point in a company’s lifecycle and cannot be taken lightly. At Aprio, we believe that value in the M&A process is predicated on three critical factors: (1) having the right strategy, (2) having the correct pricing and terms and (3) having an integration roadmap that maximizes post-close financial returns. Our dedicated transaction specialists leverage their breadth of domestic and international experience to help you through all stages of the transaction lifecycle. From pre-close alternatives and preparation discussions to deal execution and post–close value realization, we help you make informed decisions based on quality data to maximize your transaction value. We go well beyond routine due diligence to provide an independent perspective on your transaction that identifies optimal tax structures, “deal breakers” and opportunities for higher ROI.

Experience a smoother path to value realization.APRIO’S CAPITAL LIFECYCLE ROADMAP ALLOWS FOR MAXIMUM VALUE REALIZATION ACROSS THE TRANSACTION PROCESS.

SERVICE AND EXPERTISE TAILORED TO THE MEET THE NEEDS OF NEEDS IF MIDDLE-MARKET COMPANIES

ALTERNATIVE ASSESSMENT INVESTMENT PREPARATION TRANSACTION EXECUTION CLOSING SUPPORT DAY TWO AND BEYOND

• Portfolio strategy, strategic and operating model assessment

• Strategic alternatives/ modeling

• Target prospecting and market identification

• Target screening and ranking by financial and operational metrics

• Synergy analysis and modeling

• Valuation

• KPI identification

• Deal structuring, bid and negotiation support, capital financial advisory support

• Financial, tax and IT due diligence

• Detailed integration planning, creation of a road map with short, medium and long-term goals

• Tax structuring and legal entity valuation

• Preliminary purchase price allocation

• Post-close accounting and operational preparation

• Transition service agreement (TSA) structuring

• KPI measurement

• Integration planning and support, project management, officer monitoring and reporting on key milestones

• Transaction agreement review, financial advisory support

• Purchase price allocation support

• Closing and opening balance sheet services

• KPI finalization and forecast/business plan agreement

• Day 1 accounting and operational role

• Integration program mobilization, implementation of integration road map with short, medium and long- term goals tracked and monitored

• Business plan/KPI tracking, value harvesting

• Working capital true up

• Synergy support; TSA, carve-out and stranded cost support

• Human capital integration

• Tax integration and restructuring

BUY SIDE Transaction lifecycle optimization services

Scale and leadershipAprio is among the largest

financial, tax and IT due diligence practices of any regional

accounting firm.

Big Four experienceA dedicated transaction team with

Big Four experience, delivering service with personalized

attention.

Mitigate IT risksMitigate, transfer and avoid data privacy, security and

transactional risks.

Protect shareholder valueIdentify “deal breakers” and

obstacles that can impact value and impede synergies.

SERVICE AND EXPERTISE TAILORED TO THE MEET THE NEEDS OF NEEDS IF MIDDLE-MARKET COMPANIES

Position yourself for successFrom quality of earnings reports

to understanding revenue recognition, we prepare you to

communicate your position.

ALTERNATIVE ASSESSMENT INVESTMENT PREPARATION TRANSACTION EXECUTION CLOSING SUPPORT DAY TWO AND BEYOND

SELL SIDE Transaction lifecycle optimization services

“Aprio helped us every step of the way to the sale of our company to Cisco. Today, Aprio continues to provide sound business advice as we invest in other technology companies.” - Tom Noonan, Founder, Joulex

• Understand exit motivation and set transaction goals and objectives

• Evaluate strategic alternatives/modeling

• Identify potential transaction obstacles and transaction risks

• Market assessment and readiness review

• Acquirer screening, analyze rationale for different buyer groups

• Carve out/stand alone financial statement preparation

• Divestiture presentation and CIM assistance to increase demand with potential buyers

• Tax impact of liquidity event on the business and shareholders, focus on optimal transaction tax structure

• Conduct pre-sale financial due diligence with a focus on QofE, working capital and financial commitments

• Discussion and preparation of diligence data

• Collection and population of data room with commonly requested diligence items

• Deal model and valuation review

• Project management office, facilitating the flow of additional requested diligence data ensuring its consistency and accuracy, preparing management for and conducting of management interview meetings

• Deal structuring, bid and negotiation support, capital financial advisory

• TSA structuring

• Assistance in evaluation of solicited offers, including price, structure, non-cash consideration and other buyer conditions

• Separation planning and support

• Transition agreement, financial advisory support

• Day 1 accounting and operational preparation

• Working capital true up

• TSA, carve-out and stranded cost support

• Shareholder tax/size implications

• Wealth and capital management advisory support

Gain a strategic edge The right strategy enables you to be proactive with possible acquisitions and divestiture

opportunities.

Industry Expertise

Whether you are a strategic or financial market participant, Aprio can provide the continuity necessary to help you plan and manage the transaction process.

Our team has a depth of experience across a broad range of industry verticals. About Aprio Since 1952, clients throughout the U.S. and across more than 40 countries have trusted Aprio for guidance on how to achieve what’s next. As a premier, CPA-led professional services firm, Aprio delivers advisory, assurance, tax, cloud accounting and private client services to build value, drive growth, manage risk and protect wealth. With proven expertise and genuine care, Aprio serves individuals and businesses, from promising startups to market leaders alike.

Aprio.com

For more information about Aprio’s Transaction Advisory Services, contact:

David Zafft, CFA Director,Transaction Advisory Servicesdavid.zafft@aprio.com 770.353.5075

Carrie Zhou, ASA Director,Business Valuationcarrie.zhou@aprio.com 770.353.3024

Cardell McKinstry, CPA Tax Partner,cardell.mckinstry@aprio.com 770.353.2760

Jeff Duncan Senior Manager,Financial Consultingjeff.duncan@aprio.com 770.353.4746

Michael Levy, CPAPartner-in-Charge,Transaction Advisory Servicesmichael.levy@aprio.com 770.353.7168

Derek Pitts, CPA, CFAPartner,Transaction Advisory Servicesderek.pitts@aprio.com 770.353.5088

APRIO and are Registered in U.S. Patent and Trademark Office. They are marks of Aprio, LLP. The “PASSIONATE FOR WHAT’S NEXT” tagline is a trademark of Aprio, LLP.

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