Capital and Financial Services

BayBridge Capital Advisors

Transaction and Capital Advisory Services

Maximizing value to the shareholders.  Executing liquidity objectives and exit strategies.  Accomplishing growth strategies.  Raising capital.  These objectives require trusted advisors with the right experience.  BayBridge Capital Advisors, an affiliate of  Berkowitz Pollack Brant Advisors and Accountants, provides value to clients by assisting throughout the transaction process all while managing the risk elements and financial aspects of the deal transaction.

We provide independent, objective expertise derived from years of experience executing merger and acquisition deals in global markets across a variety of industries.  With an understanding  of the complexity of deal issues, capital structures, strategy formulation, valuation analysis, diligence management, contract negotiation, and integration planning and execution, we bring a critical eye and integrative thinking to our clients.

We are there throughout the entire M&A deal lifecycle – from developing the right strategy to selecting the right partner to conducting due diligence and closing the deal. Throughout the integration process or assisting with post-transaction disputes, we align our services to address our clients’ transactional and integration needs, all with the goal of building value for our clients.

Transaction Advisory Services (Buy-Side and Sell-Side)

• Assist with contract negotiations
• Identify critical success factors, risks and mitigation
• Identify potential buyers
• Manage the sale or buy process and diligence
• Provide post-closing integration services
• Perform strategic analysis
• Prepare the assets for sale

Capital Advisory Services

• Create an efficient process for borrowers and alleviate management distractions
• Find the optimal solution for raising debt
• Identify the right capital providers
• Manage effective and efficient due diligence
• Optimize the right capital structure

Post Transaction Services

• Ensure proper accounting processes and procedures are followed
• Identify crucial people
• Identify the right leadership team and crucial personnel
• Remedy post-transaction issues discovered during diligence

 Buy-Side Transaction Services

Experience has taught us that successful acquisitions require a thorough due diligence process and keen attention to detail. Our buy-side transaction services are designed to help reveal the risks and opportunities within potential transactions so that our clients can make informed decisions about whether and how to proceed.  By leveraging the talents of our M&A advisors, auditors, forensic, tax and valuation experts, we can assemble a team of experienced individuals who understand the key value drivers, risks and opportunities that matter most.

Our team has participated in a dozens of transactions in which we offer independent financial analysis, tax expertise and sound business advice to both buyers and sellers.

Financial Modeling

Our transaction advisory professionals develop detailed, flexible models to match the business operations being purchased.  The flexibility and attention to details allows for the evaluation of multiple operational and/or financial scenarios before potential offers are made.        

Financial Accounting Due Diligence

Due diligence methodology and approaches are tailored to match our client’s needs.  We coordinate our efforts to place appropriate emphasis on key value-drivers of the target company with the overall objective of evaluating whether the seller’s financial statements are a fair representation of the target company.  Our data-books provide financial information for ease and use and include a deep dive into key P&L, BS, working capital and cash flow analyses.

Purchase and Sale Agreement Support

Our professionals assist the buyer and counsel with the financial elements of purchase and sale agreements, including earn-out provisions, financial and tax representations and warranties, exceptions to representations and warranties, terms for post-transaction purchase price adjustments, accounting definitions, and other areas dealing with financial accounting and tax issues.

Quality of Earnings

Quality of earnings studies provide a detailed analysis of all the components of a company’s revenue and expenses in order to assess the sustainability and accuracy of historical earnings as well as the achievability of future projections.  Our analysis provides clients with key information and data including normalized EBITDA, validation of proposed management adjustments and historical operating trends, operating metric information and key performance indicators, related-party transactions and their impact on prospective operations, working capital trends and normalizing adjustments, along with the identification of other exposures that could affect the purchase price.

Tax Structuring 

We advise on deal structure with regard to domestic and international tax implications with a goal of establishing the most tax-efficient structures for everyone involved. The services are even more crucial when an acquisition includes assets in multiple states or countries because tax regimes can have major implications.

Valuation, Cash Flow Modeling and Projections

Our valuation professionals develop models to assist buyers in evaluating the cash flows and the financial returns available under alternative scenarios and to assist in deal pricing.

Sell-Side Transaction Services

 Providing potential buyers with an objective and credible view of the business often alleviates deal issues and leads to an accelerated closing.  Our professionals proactively support the sales process by identifying and addressing financial, tax and other issues before a buyer is involved and diligence commences.  The result is that buyers are provided with a transparent, objective and credible view of the business.

Offering Memorandum Support

Our professionals assist clients and their investment bankers by providing financial data that can be used in the offering memorandum and other marketing materials.  Our services can affirm and improve the accuracy of the historical and projected financial data contained in the offering materials.

Tax Structuring

We advise on deal structure with a keen focus on the domestic and international tax implications of any transaction for both buyers and sellers. By focusing on structuring early in talks, a mutually beneficial approach is easier to implement. to domestic and international tax implications.

Upfront Financial Due Diligence

Upfront diligence minimizes surprises and maximizes value.  It allows the deal team to proactively deal with issues and it adds credibility and objectivity to the sales process.  Sell-side due diligence also provides for an efficient transaction process through proactive management of financial reporting and tax issues and other preparation to facilitate the buyer’s diligence activities.

Valuation, Cash Flow Modeling & Projections

Our valuation professionals develop models to assist sellers in evaluating the cash flows and the financial returns available under alternative scenarios and to assist in deal pricing.

Wealth Management and Estate Planning

By leveraging the skills of our Provenance Wealth Advisors affiliate, we are often able to assist owners of closely held businesses with their personal and estate financial, tax and investment issues following the sale of a business.