The potential
for error is high in an environment where speed is critical. Our focus is on
helping you improve your outcomes.
We help you
to:
Identify key
drivers
Improve deal
structures
Mitigate risks
Challenge
assumptions about future performance
Whether your
business is successful and you are looking to leverage opportunities in the
market or your business is stressed and you need assistance with cash flow and
mitigating risk, our transaction services can support you and your specific
challenges
4.1 Transaction Support
4.2 Valuation & Business Modeling
Valuation
The need for transparent and robust valuations to support
corporate transactions and to meet regulatory and accounting requirements has
increased. But justifying the value of assets and liabilities has grown more
complex and critical for most businesses. Our experienced professionals bring
excellence in accounting, taxation, and financial due diligence to provide you
with valuation advice for a multitude of purposes.
Modeling
Building an effective business model, whether it's to
evaluate a transaction, a new market opportunity or for other strategic purposes,
is a complex and difficult task.
Our business modeling professionals can help you carry out
the model review; model support and model-build activities you need to make key
decisions and improve your strategic outcomes.
4.2 Valuation & Business Modeling
4.3 Transaction Tax
Every transaction has tax implications. Prepare yourself to mitigate the risks - and potentially enhance the opportunities.
Our worldwide network of advisors combine cross-border experience with local tax knowledge, helping you make informed decisions and navigate the tax implications of your transaction.
We mobilize wherever needed, assembling a personalized, integrated team to work with you throughout the transaction life cycle – from initial due diligence through post-deal implementation.
With a coordinated understanding of the relevant jurisdictional and multi-disciplinary tax issues, we can suggest structuring alternatives to balance investor sensitivities promote exit readiness and help improve prospective earnings or cash flows.
4.3 Transaction Tax
4.4 Financial Due Diligence
Our financial and tax due diligence approach is to make an initial target assessment then design procedures appropriate to the specifics of the target's business and the quality of the information it has available. We use sector specialists to focus on key issues and opportunities. Typical procedures include:
Analyze historical and current-year trading results and financial position, historical cash flows and detailed working capital reviews to estimate funding requirements
Assess accounting issues for initial public offerings (IPOs) on any major global exchange
Review basis of preparation and key assumptions of forecast
Assess management information systems and find area of investment or cost-saving opportunities after the deal
Perform human resource reviews, identifying key employees and arrangements to retain and reward
Identify deal risks and propose how to deal with them in the contract
Review the tax compliance status of the target
Identify and assess potential tax risks and comment on how such exposures may be mitigated or addressed
Provide advice on the tax costs of the transaction and tax minimisation arrangements for the vendor and the buyer
Provide issues-focused reports, giving in-depth analysis of the issues that impact the deal
4.4.1 Financial and tax due diligence
Our Transactions Strategy Group is a team of strategy consultants who mainly serve PE clients and their portfolio companies in assessing China acquisitions and assisting portfolio companies develop and execute China strategies.
A typical commercial due diligence exercise will require a structured program of primary research, interviewing customers, channel partners and competitors, to get an external perspective on the competitive strength of the target. Procedures may include the following:
Assess the size and growth of the market, shares of competitors and the relative performance of the target
Identify the different business models of key competitors and assess which is most likely to be successful
Identify the core competencies required for success in the industry and benchmark against the target's competencies
Benchmark the sales organization against competitor organizations, interview channel partners and end customers and assess the implications for future growth and performance
Identify if there are any regulatory changes pending that will impact the business of the target
Identify cost-saving and revenue enhancement opportunities
4.4.2 Commercial due diligence
Consolidate due diligence findings and recommendations
Provide advice on transaction considerations, in particular IPO accounting issues, GAAP differences and disclosure requirements of exchanges
Identify structural issues that may affect the transaction and propose solutions
Assist in drafting term sheets to take into account financial aspects of deal structuring with your legal counsel
4.4.3 Deal structuring and valuation
Following due diligence, the tax issues uncovered may be serious enough to force investors to consider alternative structures to mitigate identified risks, such as asset deal or carve-outs of unwanted assets and liabilities from equity deals. Our tax specialists can help clients design alternative deal structures to manage risk and optimize the tax and financial structure of deals in the wider context of clients' global, regional and China tax profiles.
Advance consideration of the ownership and financing structure of an investment is critical to ensure global tax is minimized. We can guide clients through the various planning techniques available to obtain a tax deduction for the cost of financing, through debt-push down or other innovative financing arrangements.
4.4.4 Deal structuring tax advisory services
The PE fund will need to assess its
own accounting for the target and the target will need to prepare financial statements
in accordance with local and other accounting standards and relevant
regulations. The accounting issues arising from proposed pre-deal
restructurings of targets are often complex and require early consideration.
PKF's Global Capital Markets Group specializes in providing accounting advisory
services to financial investors in connection with their pre- IPO investments.
4.4.5 PE accounting advisory
We can provide audit services as part of transaction completion:
Review significant transactions between the date of due diligence and closing date Perform closing audit
4.4.6 Closing audit
Analyze the target along the value chain
Assess the impact on the viability of the transaction
Assess risks involved
Identify synergies
4.4.7 Operational Due Diligence
4.5 Source of Funds
The China based Emigration Advisory Team of PKF has
over ten years of experience in conducting EB-5 Source of Funds Report
(SOF) and has completed over 2,500 reviews since EB-5 was first
introduced into the China market in 2003. In addition to the United
States of America, our professionals have also helped PRC high net
worth individuals in their immigration applications to the United
Kingdom, Canada, Australia and New Zealand.
PKF is the first SOF service provider in China. We
are proud of the continued success we bring to our clients in their
immigration applications.
Should you be interested in our service, please contact:
Add: 1108-1109, 11F, Beijing Zhuzong Tower, No. 25, Dongsanhuan Zhonglu,Chaoyang District Tel： （8621）6592 9928 Fax： （8621）6592 9949 Partner: Gillian Shuang E-mail: gillian@pkfchina.com Manager: David Shi E-mail: david@pkfchina.com
4.5 Source of Funds
source of funds report
4.6 Fraud Risk Management
PKF robust investigative approach is designed to assist clients who
believe themselves victims of fraud or misconduct. We establish the facts, find
out what's gone wrong, make recoveries of stolen assets and take further
criminal, disciplinary or civil action as appropriate.
Our team of forensic accountants, former law enforcement officials,
investigators and forensic technology professionals can gather and preserve
evidence, conduct interviews, freeze assets and report sensitively. We aim to
ensure confidentiality, compliance with legal and ethical guidelines, and can
assist you in managing potential reputational risk.
PKF can provide you with an
objective opinion on the quality of your current fraud governance program by
identifying gaps, and assessing possible fraud and misconduct risks. We can
also help you decide on practical and cost-effective action plans. We have
considerable experience in delivering fraud awareness training to alert front
line staff and management to the early warning signs of fraud and how to manage
these risks effectively.
