The following questions are not meant to require excessive time or research. Instead, we use these questions to better understand your valuation needs.
- What is your name, company, and contact information?
- Name of the accounting firm auditing the opening balance sheet? What is the audit partner’s name, who is the primary contact on the audit team, and what is their contact information? May we contact your accounting firm?
- How did you hear about Adams Capital?
General Transaction Questions
- What are the legal names of the acquirer and acquiree?
- What is the transaction closing date?
- Was this a stock or asset purchase?
- Provide a description of the acquirer. How does each the acquirer make money?
- Provide a description of the acquiree. How does each the acquiree make money?
- What was the reason for the acquisition? Strategic or financial? Why?
- Please describe the acquired business in terms of:
- Products, technology, market, and competition.
- Number of employees
- Annual sales
- Profitability/Margins
- Anticipated growth
Consideration Paid
- What was the total purchase price?
- What type of consideration made up the purchase price (ie. cash, stock, etc)?
- Was any debt acquired?
- Was contingent consideration (ie. an “earn-out”) included as part of the purchase price (if so, this must now be valued and included in purchase price according the SFAS 141R)?
Scope
- Is there any particular asset that justifies the acquisition (ie. a customer, pharmaceutical patent or software)?
- Will any current assets (ie. inventories) need to be valued by Adams Capital?
- Will any machinery and equipment need to be valued? If so, please refer to our fixed asset valuation initial question list. Please email a copy of your fixed asset listing as of the valuation date.
- What intangible assets were acquired?
- Technological
- Contractual
- Marketing
- Artistic-related
- Are there any other assets that were acquired?
- Is there any owned or leased real property? Will any real property need to be valued?
- Please send a closing and preliminary opening balance sheet of the acquired company.
Liabilities
- Are there any acquired liabilities and do these liabilities need to be valued, or will we rely on closing balance sheet amounts?
- Are there any contingent liabilities that you are aware of (pending litigation, environmental, etc)?
Other
- Are there any specific timelines that need to be considered in our deliverable due dates?
- Are there any unique issues we should be aware of (ie. litigation, IRS audit, key persons, union activity, etc)?
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