M&A EXECUTION
The complete CFO’s reference series for deal execution β from structural engineering and valuation to quality of earnings and post-close integration.
Deal Foundations
How the choice between Asset Purchase, Stock Purchase, and Merger determines who pays the taxes, who assumes the liabilities, and how much the deal is truly worth.
The Letter of Intent
How to structure an LOI that protects your position without killing the deal β and how to anchor valuation using EBITDA multiples, DCF, and the holdback trap.
Quality of Earnings I
How to dissect reported revenue, identify channel-stuffed revenue, stress-test gross margins, and build a defensible pro-forma EBITDA bridge.
Quality of Earnings II
How to normalize owner compensation, identify and challenge add-backs, and build the final adjusted pro-forma income statement that drives the price.
The NWC Peg
How to define NWC, set the target, identify excluded items, and avoid the most common mistakes that move millions of dollars at the closing table.
Module Initializing
This module is currently under development. The full syllabus and PDF guide will be released shortly as part of the 12-part M&A execution series.
The Purchase Agreement
Representations, warranties, baskets, caps, survival periods, and indemnification β the CFO's legal guardrail framework for risk allocation.
Bridging the Gap
How to use earnouts and rollover equity to close valuation gaps, including design, milestone metrics, catch-up provisions, and pari passu rights.
Purchase Price Allocation
The acquisition method under ASC 805, the PPA process, valuing identifiable intangibles, and the treatment of goodwill including impairment testing.
Consolidation Mechanics
Preparing the consolidated opening balance sheet, eliminating intercompany transactions, fair value step-ups, and push-down accounting.
Integration Financials
Managing synergies, dyssynergies, one-time costs, and adjusted EBITDA during the integration period. Reporting frameworks for boards.
Tax & Audit Wrap-Up
Auditing the opening balance sheet, the NWC true-up process, independent accountant arbitration, and post-close tax compliance.