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The Closing Table

Closing Table

The Deal – For business owners, the Closing Table represents CHANGE, and with change comes uncertainty. But whether you are Buying, Selling, or Transferring a business, one thing is for certain, if you don’t get to the Closing Table, the transaction will never happen.

Abraxas Advisors – At each point in the engagement, Abraxas professionals are focused on getting its clients to the Closing Table. Abraxas identifies the resources needed, assembles a well-qualified team of professionals, and guides the process to get the deal done.

Transaction Attorney – The transaction attorney's involvement in a deal is extremely important. Depending on the complexity of the deal, in drafting the documents needed to close the transaction, the lead attorney will need to have access to specialists in corporate, real-estate, employment, ERISA, and environmental law. 

The Banker – Typically the Business Buyer looks to a lending institution, most likely a commercial bank, to provide a portion of the funds to complete the transaction. The Banker determines the terms and conditions of this debt, which become an integral component of the final structure of the transaction.

CPA – The role of the Certified Public Accountant is to confirm the financial health and reporting of the business by evaluating the quality of specific aspects of the company’s finances, such as earnings, assets, tax payments, project cash flows, and employee benefits.

Tax Advisor –  At the Closing Table, there are three key parties: the Seller, the Buyer, and the IRS. It behooves the Seller and the Buyer to negotiate a deal that minimizes the tax burden on the transaction, whether it is ordinary-income or capital-gamins taxes, and whether the burden is on the Buyer or the Seller. To do this, each principal should have the assistance of a Tax Advisor. Not every accountant has experience in corporate transactions, and often a client's team is enhanced by the engagement of a specialist who assesses the potential tax liability of the transaction and recommends deal constructs that minimizes or postpones the tax ramifications to the benefit of the Parties. 

Financial Planner – In addition to the specialists focused on the transaction, Abraxas believes the principals, both Sellers and Buyers, have a specialist that is focused on his/her personal positioning in the deal. This specialist is a Financial Planner, often referred to as a Wealth Manager. The Financial Planner advises the Seller on how those proceeds should be invested to maximize the benefit to the Seller. The Financial Planner advises the Buyer on how he/she should personally acquire the business: the type of legal entity to be formed to take possession of the acquired business, who the owners of the legal entity should be (family members? trusts?). With this specialized advice, Abraxas clients maximize the value of the deal for them personally. 

The Banker – There are a number of different ways a Buyer can finance the purchase of a business, and Abraxas helps its clients work through those decisions. Whether the leverage comes from an SBA loan, a commercial bank, or a mezzanine lender, Abraxas advises its clients on the impact of the leverage on the financial construct of the deal. And, we often introduce our clients to the various lenders used in the deal. 

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