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Joseph F. Andolino
Tax Director
[email protected]
862-881-4744

The Smolin M&A Team is led by Joseph F. Andolino Esq. who has 35 plus years of Tax and M&A experience. The Team includes Dan Kruesi CPA , Anthony Wrobel CPA, Alexia Whorms CPA , Ava Agbulos CPA, and Lee Holtzman.

Who is on your M&A Team and why?

The M&A Team must have a Leader usually an Investment Banker or a liaison from the Business, a Lawyer and an Accountant. The Leader organizes the Team and includes subject matter experts as needed. Topics requiring subject matter expertise include Human Resources, Real Estate, Taxation, Corporate Law, Environmental and Finance. Other expertise such as SEC, International Tax, and Regulatory may be required.

What makes a successful M&A transaction?

There should always be a strategic reason that a M&A transaction was planned. This strategy should be documented and measured by the Buyer and the Seller. If the Buyer’s strategy is cost synergy then the cost saving should be quantified and communicated. The Board of Directors or Managers of the Buyer should do a review of the transaction’s results after one year from the closing to measure success.

What is the timeline to market, negotiation and close?

The Seller should prepare sell-side due diligence and a Quality of Earnings Report (QOE) a few months before the sale process begins. Selecting an Investment Banker, which involves reviewing three or four firms, also takes a few months. After the sell-side due diligence and QOE reports are ready, it should take about two months to market the business, evaluate social issues, and secure a signed Letter of Intent. Moving from a Letter of Intent to a Definitive Contract will take one to two months. Assuming no regulatory delays, the entire process from the Board of Directors’ “sell” mandate to closing takes six to nine months. Post-closing, measuring working capital will take another 60 to 90 days, assuming no disputes.

Seller’s Financial Statements and Projections  – What’s reasonable to ask for?

Every business deal is unique, but audited financials are often the starting point for buyers, though not all sellers have them. Sellers’ bankers will typically want these financials converted from GAAP (Generally Accepted Accounting Principles) to EBITDA (Earnings before Interest, Taxes and Depreciation and Amortization). A QOE Report, commissioned by the seller on their investment banker’s advice, helps bridge GAAP financials to EBITDA (Earnings before Interest, Taxes and Depreciation and Amortization). This process, requiring the expertise of bankers, lawyers, accountants, tax professionals, and business liaisons, assesses the earnings power of the target business. Buyers reasonably ask for the past three years of financial statements with detailed revenue and cost information.

Mergers & Acquisitions 2024 is sponsored content.