houlihan lokey’s due diligence services unique …...due diligence evaluating quality of revenues,...

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UNIQUE SERVICES, DIFFERENTIATED ADVICE We are uniquely positioned to assist buyers, sellers and lenders maximize value and minimize risk during the transaction process and beyond. Unencumbered by many of the restrictions of a CPA firm, our comprehensive financial and tax due diligence services combine our technical expertise with industry-specific knowledge to help drive successful transactions. Houlihan Lokey’s Due Diligence Services are a critical element of the firm’s integrated platform for providing clients with trusted, independent advice beginning at the earliest stages of a transaction through the purchase accounting valuation analyses and ongoing impairment testing of the acquisition and—in many cases— advice for successfully exiting the investment in the future. BUYER SERVICES SELLER SERVICES We assist private equity and corporate clients by evaluating key value drivers and risk factors associated with potential targets, enabling them to: Understand significant patterns in historical performance Evaluate the target business’ quality of earnings and sustainability of free cash flow Analyze the quality of net assets being acquired Understand historical working capital patterns and identify opportunities to mitigate working capital levels after closing; Assess the achievability of the target business’ financial forecasts Address key tax and financial reporting risks in purchase negotiations Evaluate post-closing purchase price adjustments Identify the effects of purchase accounting and valuation requirements in post-transaction financial models for recently acquired businesses We help clients maximize value throughout the transaction process by: Applying the same framework of our buyer services and enabling sellers to identify and address potential areas of concern—from a buyer’s perspective—prior to buyer due diligence Evaluating quality of revenues, earnings and net assets, working capital requirements and financial projections to help position our clients for the buyside due diligence process and minimize surprises at the negotiating table Material preparation for the data room and supporting our clients in responding to buyer requests Drawing on our expertise in sellside M&A advisory to advise clients through the deal structuring, negotiation and closing processes Assisting with working capital, earn out or any other financial and tax-related provisions in the purchase and sale agreement Post-closing support in purchase agreement price adjustment disputes HOULIHAN LOKEY’S DUE DILIGENCE SERVICES IDENTIFICATION EVALUATION EXECUTION POST-CLOSE REALIZATION Financial Due Diligence Tax Due Diligence Synergy Analysis Negotiation * Transaction Opinions ** Buyside Advisory * Tax Structuring Purchase/Sale Agreement Review Purchase Price Allocation & Accounting Support Goodwill Impairment Fixed-Asset Impairment Purchase Price Adjustment Support Seller Due Diligence Tax Structuring Buyside Identification * Sellside Advisory * YOUR PARTNER THROUGH THE M&A LIFECYCLE *Investment Banking capability. **Transaction Opinions capability.

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Page 1: HOULIHAN LOKEY’S DUE DILIGENCE SERVICES UNIQUE …...due diligence Evaluating quality of revenues, earnings and net assets, working capital requirements and financial projections

UNIQUE SERVICES, DIFFERENTIATED ADVICEWe are uniquely positioned to assist buyers, sellers and lenders maximize value and minimize risk during the transaction process and beyond. Unencumbered by many of the restrictions of a CPA firm, our comprehensive financial and tax due diligence services combine our technical expertise with industry-specific knowledge to help drive successful transactions. Houlihan Lokey’s Due Diligence Services are a critical element of the firm’s integrated platform for providing clients with trusted, independent advice beginning at the earliest stages of a transaction through the purchase accounting valuation analyses and ongoing impairment testing of the acquisition and—in many cases—advice for successfully exiting the investment in the future.

BUYER SERVICES SELLER SERVICES

We assist private equity and corporate clients by evaluating key value drivers and risk factors associated with potential targets, enabling them to: Understand significant patterns in historical performance

Evaluate the target business’ quality of earnings and sustainability of free cash flow

Analyze the quality of net assets being acquired

Understand historical working capital patterns and identify opportunities to mitigate working capital levels after closing;

Assess the achievability of the target business’ financial forecasts

Address key tax and financial reporting risks in purchase negotiations

Evaluate post-closing purchase price adjustments

Identify the effects of purchase accounting and valuation requirements in post-transaction financial models for recently acquired businesses

We help clients maximize value throughout the transaction process by: Applying the same framework of our buyer services and enabling sellers to identify

and address potential areas of concern—from a buyer’s perspective—prior to buyer due diligence

Evaluating quality of revenues, earnings and net assets, working capital requirements and financial projections to help position our clients for the buyside due diligence process and minimize surprises at the negotiating table

Material preparation for the data room and supporting our clients in responding to buyer requests

Drawing on our expertise in sellside M&A advisory to advise clients through the deal structuring, negotiation and closing processes

Assisting with working capital, earn out or any other financial and tax-related provisions in the purchase and sale agreement

Post-closing support in purchase agreement price adjustment disputes

HOULIHAN LOKEY’S DUE DILIGENCE SERVICES

IDENTIFICATION EVALUATION EXECUTION POST-CLOSE REALIZATION

• Financial Due Diligence• Tax Due Diligence• Synergy Analysis• Negotiation* • Transaction Opinions**

• Buyside Advisory* • Tax Structuring• Purchase/Sale Agreement Review

• Purchase Price Allocation & Accounting Support• Goodwill Impairment• Fixed-Asset Impairment• Purchase Price Adjustment Support

• Seller Due Diligence• Tax Structuring• Buyside Identification* • Sellside Advisory*

YOUR PARTNER THROUGH THE M&A LIFECYCLE

*Investment Banking capability. **Transaction Opinions capability.

Page 2: HOULIHAN LOKEY’S DUE DILIGENCE SERVICES UNIQUE …...due diligence Evaluating quality of revenues, earnings and net assets, working capital requirements and financial projections

HOULIHAN LOKEY’S DUE DILIGENCE SERVICES

OUR VALUE PROPOSITIONADVISE CLIENTS THROUGH BUSINESS LIFECYCLE INDEPENDENT & UNRESTRICTED UNIQUE SET OF ATTRIBUTES

Buyside and sellside financial, accounting and tax due diligence

Post-transaction valuation and purchase accounting support

Corporate finance expertise upon sale of portfolio companies

Our unique services differentiate us from accounting firms, including our:

Flexible fee structure

Focused business model, minimizing the risk of conflicts of interest

Quick response to client needs and ability to meet aggressive timeframes

Senior-level professionals involved in day-to-day process

Tailor scope of services to clients’ needs

Our team’s depth of experience and breadth of knowledge is a cut above a public accounting staff

Investment banking services provided by HL Capital, Inc.; investment advisory services provided by HL Financial Advisors, Inc. In the European Economic Area and Hong Kong services provided by HL (Europe) Limited and HL (China) Limited, respectively. Source: Thomson Reuters.0713

Sam ClarkManaging [email protected]

Andy Deren [email protected]

Jerry Schwartzman DirectorNew [email protected]

David SarfasDirectorNew [email protected]

Brian [email protected]

Travis [email protected]

Bryan WalkerDirectorSan [email protected] 415.273.3649

Sean WindsorDirectorNew [email protected]

Sandy RyanVice PresidentLos [email protected] 310.788.5378

OFFICE CONTACTS

DEDICATED INDUSTRY EXPERTISE

Our Due Diligence Group is

differentiated by its professionals’

access to the firm’s 12 dedicated

investment banking industry

groups, providing for an unmatched

level of industry expertise on each

engagement. Current industry

groups include:

• Aerospace•Defense•Government

• Business Services

• Consumer, Food & Retail

• Energy

• Financial Institutions

• Financial Technology

• Healthcare

• Industrials

• Media & Telecom

• Real Estate, Lodging & Leisure

• Technology

• Transportation & Logistics

17 GLOBAL OFFICES, OVER 850 EMPLOYEES

Avista Advisory locations

FrankfurtMinneapolis

Chicago

San Francisco

Los Angeles

Newport Beach

Dallas Atlanta

Miami

Washington, D.C.

New York

London

Paris

Madrid

Beijing

Tokyo

Hong Kong

Mumbai

Singapore

Houl

ihan

Lok

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ory.