Mergers & Acquisitions€¦ · Global Reach: Our Baker Tilly International Network provides cultural knowledge, expertise, and resources in 137 countries worldwide. Acknowledged by

Mergers & Acquisitions


The Windes Approach

The majority of our clients are acquired through referrals from existing clients, friends, or business associates of

the firm. Many of our client relationships have lasted for generations. Significant partner involvement and low

personnel turnover are keys to our success. Given our local decision-making, we are able to deliver our

engagement services to meet your needs without using a one-size-fits-all approach.

Our Signature Story

Since 1926, we have been a trusted business partner to our clients and have earned our reputation as one of

the most respected and socially responsible accounting firms in southern California. Our professionals deliver

high-value accounting and consulting services and are committed to our clients and their organizations. The

strength of our practice and comprehensive expertise, coupled with our global network, enables us to provide

our clients with business solutions focused on their continued success at fees that represent outstanding value.

Windes has 16 partners and over 140 personnel in a variety of disciplines within our three southern California

offices. Our firm serves over 2,500 businesses and more than 1,500 individuals.

The Windes Difference

Established in 1926, we have been serving clients for almost nine decades.

Local technical and engagement decision-making is made with significant partner involvement.

Strong client relationships and exceptional service on the delivery of financial statements and tax returns.

A combination of national firm technical expertise with the responsiveness, rate structure, and dedication to

client satisfaction that makes our services an outstanding value.

Dedicated employee benefit professionals with experience in mergers & acquisition issues and transactions.

Global Reach: Our Baker Tilly International Network provides cultural knowledge, expertise, and resources

in 137 countries worldwide.

Acknowledged by Inside Public Accounting (IPA) as one of the top “25 Best of the Best” accounting firms in

the country and listed as one of IPA’s “All-Star Firms for Long-Range Planning.”

Motivated and hard-working staff: Consistently ranked as a “Best Accounting Firms to Work For” in the

country by Accounting Today, one of the “Best Places to Work” in Los Angeles and Orange Counties by the

Los Angeles Business Journal and Orange County Business Journal, respectively.

“Windes has been flawless in their responsiveness and deliverables, which speaks highly to the fact that as a regional accounting firm, they are able to provide nimble and cost-effective services while

incorporating an integrated tax planning strategy between my two businesses.

I highly recommend their services to interested parties.”

- CEO of a communication services company


Buy-side Services

Financial and tax diligence on target including quality of earnings reports and review of financial records history and internal fiscal statements

Assistance with negotiation of purchase terms, review and revise the draft agreement, focusing on tax provisions, working capital, representations and warranties, elections, allocations, indemnifications, and calculations

Advisory services related to the evaluation of debt and equity financing vehicles

Assistance with tax and book purchase price allocation, including reconciliation of tax allocations to book allocations

Projection/forecasting assistance

Review of target company’s qualified and nonqualified employee benefit programs for potential liability and conformity with regulations

Analysis of working capital adjustments, post transactional business and tax due diligence to be used in the execution of the negotiated indemnifications

Sell-side Services

Analysis of the environment before going to market to determine potential tax, operational, labor, and regulatory issues

Analysis of quality of earnings to determine nonrecurring gains or losses and prevent surprises

Mitigation of potential delays and the risk of re-trading the transaction with effective organization of financial data to help the buyer understand and consent to the terms of the agreement, thereby reducing the due diligence process for the buyers

Careful planning and identification of the most effective tax structure for the transaction and assessing its impact on both parties

Assistance with ensuring your internal resources remain focused on efficient operation of the business

Projection/forecasting assistance

Analysis of hold-back risks

Analysis of sale’s impact on current retirement benefits, merger, spinoff and termination documents and plan filings

Review of any “parachute” payments for compliance with regulations

Post-transaction Services

Assistance with tax reporting, including bringing the target company into compliance with federal, state, and international tax filings discovered in the due diligence process

Assistance with efficiently merging accounting methods and tax systems

Identification with internal control weaknesses in operations, systems, departmental personnel, and sales-force organization

Plan termination documentation and filings

Restructuring Services

Help with examining and understanding the complexities of restructuring options

Expertise in evaluating the tax effects of troubled debt restructurings and minimization of debt cancellation income

Assistance with negotiating terms of debt modification agreements

Mitigation of limitations on the use of next operating losses

Mergers & Acquisitions Expertise

How well the potential tax implications of a merger or acquisition are addressed can make all the difference in how

smoothly your transaction achieves the financial and tax results you expect. Windes Mergers & Acquisitions Group

has extensive experience in all facets of these complex transactions, representing buyers and sellers, as well as all

parties of interest.


www.windes.com

Orange County 18201 Von Karman Avenue

Suite 1060

Irvine, CA 92612

Tel: 949.271.2600

Headquarters 111 West Ocean Boulevard

Twenty-Second Floor

Long Beach, CA 90802

Tel: 562.435.1191

Los Angeles 601 South Figueroa Street

Suite 4950

Los Angeles, CA 90017

Tel: 213.239.9745

How Does Windes Compare?

(1) Big Four / national firm - centralized decision making.

(2) Windes - local decision making.

(1) Big Four / National Firm (2) Windes

Quality High High

Reputation Mixed Excellent

Expertise / Technical National Experts National Experts

Service Mixed Exceptional

Private Equity Clients Yes Yes

Footprint Global Global

Cost High Reasonable

Risk Management Internal Firm Focused Client Focused

As an independent member of Baker Tilly International, Windes has

access to the cultural understanding, knowledge, and expertise our

clients need to succeed on a global level

Baker Tilly International is the 8th largest network of accountancy

and business services firms in the world, with revenues of $3.4

billion

Represented by 161 independent member firms with 27,000

professionals in 137 countries worldwide

Our Global Reach

http://www.windes.com/

Gary L. Curtis, CPA Partner, Tax & Accounting Services

Mergers & Acquisitions Group Practice Leader

Over 30 years of tax experience representing buyers and sellers in merger, acquisition,

divestiture and reorganization transactions. Over 20 years in dedicated practices in mergers

and acquisitions for national firms.

Representations of buyers and sellers in the following areas:

Due diligence with identification and assessment of business and tax issues in purchases

and mergers, including reverse due diligence with respect to C-Corporations,

S-Corporations, partnerships and LLC’s

Structuring of taxable transactions to achieve desired tax and financial results, including

taxable forward and reverse transactions, asset sales and deemed asset sales, and sales

of divisions

Structuring of non-taxable mergers, which includes acquisitive and divisive reorganizations

Tax planning, that encompasses disposition of unwanted assets through non-taxable

spin-offs

Document review focusing on indemnifications, representations and warranties, elections,

asset allocations and working capital adjustments

Additional seller side representation in pre-sale tax planning and negotiations

Assistance with tax reporting, including review and preparation of short-period returns and

bringing company into compliance for federal, state and local and international issues

discovered during due diligence

Representations of buyers and sellers of financially troubled companies

Services to buyers, sellers, banks and unsecured creditors

Analysis of net operating loss carryforwards to determine impact of various debt and equity

structures

Minimization of debt cancellation income

Professional Affiliations

American Institute of Certified Public Accountants, Member

Association for Corporate Growth, Member

California Society of Certified Public Accountants, Member

Windes Mergers & Acquisitions Group

www.windes.com

Resident Office

18201 Von Karman Ave. Suite 1060 Irvine, CA 92612

Telephone

949.271.2600

Email [email protected]


Robert M. Corbin, CPA, MST, CGMA Partner, Tax & Accounting Services

Robert has over 22 years of tax experience representing middle-market clients in both ‘Big

Four’ and regional firms. Throughout his career, he has represented clients on mergers,

acquisitions and reorganizations including structuring exit strategies. He is currently the

National Chairman for Baker Tilly International’s State and Local Tax Committee and sits on

the firm’s Board of Directors.

Transactional Experience

$40 million acquisition of medical device manufacturer – assisted in due diligence to

determine income, franchise, sales and use, property and escheat tax liabilities

$20 million sell-side medical contracting company with international operations – structured

both debt and equity proceeds to be tax efficient for federal and state filings

$15 million acquisition of spice packaging company to national food manufacturing

conglomerate - reviewed state tax credits and incentives to offset resultant gains

$60 million acquisition of real estate and hotel operations, including analysis of negotiated

local incentive credits granted by city to offset sales taxes

Assisted with $60 million leveraged ESOP transaction of manufacturer for sale to plan and

resultant gain deferral for shareholders

Due diligence on workforce of NASA contractor to maximize state and federal workforce

opportunity credits

Sales tax due diligence on $40 million retailer prior to sale winning over 30 voluntary tax

disclosures abating penalties of over $500K

Restructure of $50 million real estate portfolio to minimize reassessment of value for

property tax

Analyzed qualified activities of $45 million manufacturer resulting in over $2 million of

research and development tax credits

Federal, state and local due diligence for $45 million sushi kiosk franchise prior to sale



Association for Corporate Growth, Member

Baker Tilly International, North American State and Local Tax Committee, Chairman



www.windes.com

Resident Office


Telephone

949.271.2600



James A. Cordova, CPA, MST Partner and Chairman, Tax & Accounting Services

Jim has more than 22 years of experience in public accounting and is chairman of the firm’s

Tax & Accounting Services department. He also serves on the Windes Board of Directors and

is a member of the firm’s Corporate Governance Committee.

Jim specializes in analysis and selection of business entities, tax factors and implications

related to business dissolutions, tax factors associated with inbound and outbound

reorganizations, mergers and acquisitions consulting, multi-state taxation issues and

planning, foreign parent and subsidiary compliance, and tax strategies involving real

property transactions.

Transactional Experience

Assisted with leverage buy out of technology equipment manufacturer including structure

planning and due diligence

$50 million sale side due diligence of large safety equipment wholesaler. Including tax

structure consulting, multi state nexus and sales and use tax issues, and 338(h)10

calculations

$55 million sale side due diligence of advertising company. Reorganization and structure

issues, including tax planning for built in gains issues

$75 million buy side due diligence including multinational issues and deal structure planning

for multinational developer

$40 million structure planning engagement for divorcing partners. Including deferred gain,

property tax planning, and basis considerations for tax minimizing strategy

Assisted in taking $120 million machine manufacturer to market representing buyer to

various private equity groups

Buy side due diligence and review of feasibility study of $16 million residential development.

Including structure planning and property tax considerations

Extensive experience on buy side structure planning of real estate funds with capital raises

from $5-$50 million. Including structure planning, carried interest issues, and debt

structuring issues

$45 million restructure and leverage buy out of automotive parts manufacturer. Represented

seller in all aspects of tax due diligence including structure planning and purchase price

allocation.




Memorial Medical Center Foundation, Executive Committee, Board Member, and Grants

Application Committee

Tax Practice Management Committee, Member


www.windes.com

Resident Office

111 West Ocean Blvd. 22nd Floor Long Beach, CA 90802

Telephone

562.435.1191



Richard L. Green, CPC, QPA, QKA, APA Partner, Employee Benefit Services

Richard joined Windes in 1991 and leads the firm’s Employee Benefit Services department.

With expertise in plan design, administration, and compliance for employee benefit plans,

Richard’s practice focus includes pension and profit sharing plans, 401(k) and 403(b) plans,

cafeteria plans, defined benefit plans, plan compliance and correction, and IRS reporting.

Additionally, Richard provides consultation on all qualified plan issues, non-discrimination

testing, ERISA compliance reviews, retirement distribution planning, mergers and acquisitions,

plan qualification, and plan design and implementation.

Richard has served the retirement plan needs of small- to middle-market businesses and

professional corporations since 1981. He has authored numerous articles on retirement plan

issues and was the recipient of the firm’s Excellence in Technical Achievement Award in 2001.

He became a partner in 2004 and was named department chair in 2008.

Richard has over 30 years of experience in the employee benefit issues involved in both buying

and selling a business. He has assisted employers in performing due diligence on both qualified

and nonqualified plans, as well as employment and severance agreements.


American Society of Pension Professionals and Actuaries, Certified Pension Consultant,

Qualified Plan Administrator, Qualified 401(k) Administrator, and Associated Professional

Member

National Institute of Pension Administrators, Accredited Pension Administrator


www.windes.com

Resident Office


Telephone

562.435.1191



Peter W. Lee, CPA Partner, Audit & Assurance Services

Peter joined Windes in 1994. He is a partner in the firm's Audit & Assurance practice focusing

on consumer and industrial products, e-commerce, technology, and transportation and logistics

sectors.

Peter has over 20 years of audit, advisory, and corporate finance experience. In addition to

audits of public and private companies, Peter has completed a range of financial advisory

assignments including mergers, acquisitions, sales, recapitalizations, leveraged buyouts, and

debt and equity financings on behalf of private equity firms, public corporations, and private

company clients. Peter’s most recent transactions include the sale of a food-and-beverage

franchise and sale of a foot-and-apparel company.



American Institute of Certified Public Accountants, Private Companies Practice Section

Technical Issues Committee Member

Association for Corporate Growth of Los Angeles (ACG LA), Board Member

ACG LA, Chair of Programs Committee


Pacific Business Resources Group, Board Member

YMCA Metro, Board Member


www.windes.com

Resident Office

601 South Figueroa St. Suite 4950 Los Angeles, CA 90017

Telephone

213.239.9745



Sean K. McFerson, CPA, MBT Partner, Tax & Accounting Services

International Tax

Sean has more than 16 years of experience in public accounting and is a partner in the firm’s

Tax & Accounting Services department. He specializes in domestic and international taxation

issues of multi-national companies (both public and private) and start-up companies, including

domestic and international restructuring, consultation on year-end and quarterly income tax

provisions, tax-efficient integration of acquired targets, developing and implementing intellectual

property-migration strategies, and formation of international entrepreneur structures. Sean’s

expertise extends to consultation and preparation of various federal and international tax

reports, such as net operating loss studies, accounting method changes, and miscellaneous

foreign reporting.

Sean serves high-net-worth individuals and a wide variety of clients in the technology,

manufacturing, distribution, restaurant/hospitality, and services industries.

Sean’s experience includes working abroad, in London, where he worked at the United States

Tax Desk for PricewaterhouseCoopers LLP.


Due diligence, including identification and assessment of international tax issues in

purchases and mergers, including reverse due diligence with respect to C-Corporations,

S-Corporations, partnerships and LLCs

Post-deal integration of the target’s foreign subsidiaries with buyer’s existing foreign

subsidiaries

Post-deal integration of target’s foreign intellectual property structure with buyer’s existing

foreign intellectual property structure



Baker Tilly International Tax Committee, Member


Downtown Long Beach Associates, Economic Development Committee Member


www.windes.com

Resident Office


Telephone

562.304.1339



Lyle Scheppele, CPA Partner and Chairman, Audit & Assurance Services

Lyle joined Windes’ Audit & Assurance Services department in 1988 with seven years of

private industry experience. He is the partner responsible for the firm’s Audit & Assurance

department, a member of the Board of Directors, and is the partner-in-charge of the firm's

Orange County office. Lyle’s practice focus consists of financial reporting, audit and review

services, internal control evaluation, business mergers and acquisition planning, and business

structure. He has extensive expertise in national and international transactions for both public

and private companies. Lyle’s industry experience includes real estate, construction,

manufacturing, wholesale distribution, retail, biomedical, and nonprofit organizations.

Lyle is involved in the firm’s national and international membership with Baker Tilly

International, the world’s eighth largest accounting firm network.


Creativity and broad transactional experience includes assisting buyers, sellers, investors,

and other advisors to move the transaction forward.

Transaction highlights:

$140 million recapitalization of U.S. manufacturer via a leveraged ESOP—assignment

included consulting on transaction design, due diligence, and forecasting

$175 million sale of global consumer product line, including assistance with structure,

forecasting, due diligence, off-shore royalty arrangement

$300 million public debt and equity raise serving as the auditor

$15 million purchase and conversion of a global public-to-private company—providing

buy-side risk analysis and due diligence, transaction design and process consulting

$131 million sale of a western United States distributor, including transaction design,

shareholder planning, due diligence, and negotiation

Professional Affiliations American Institute of Certified Public Accountants, Member

Association of General Contractors, Member

Credit Union of Southern California, Board of Directors


Construction Financial Managers Association, Member

The ESOP Association, Member

National Center for Employee Ownership

Pacific Symphony, Board of Directors and Audit Committee Chair


www.windes.com

Resident Office


Telephone

949.271.2600



Documents

Mergers & Acquisitions€¦ · Global Reach: Our Baker Tilly International Network provides cultural knowledge, expertise, and resources in 137 countries worldwide. Acknowledged by