• Transaction Advisory Services

    Today’s competitive market requires companies, investors, and lenders to move quickly and deliberately. Our transaction professionals draw on our extensive investment banking heritage, providing practical, independent financial, tax, and strategic advice throughout the deal continuum, from the earliest stages of market and target evaluation through deal exit. By taking a practical and flexible, industry-based approach, we tailor our support and deliverable to specifically focus on our clients’ needs in each transaction. Our integrated global team of financial, tax, and strategy professionals is assembled from private equity, industry, banking, and the world’s most recognized accounting and consulting firms. We deliver straight advice without the conflicts and inefficiencies facing most other providers.

  • Accounting and Financial Reporting

    Our Accounting and Financial Reporting (AFR) advisory team works closely with clients through their strategic dealmaking financial reporting requirements. Our specialists have deep knowledge of deals, sectors, and accounting matters that enables them to fully understand the challenges you face, including:

    • Buyer/seller financial statements and disclosures
    • Sponsor-driven management reporting
    • Lender financial and covenant requirements
    • Regulatory compliance

    Our clients experience a unique approach because we bring a full breadth of services with our market-leading corporate finance, valuation, restructuring, and diligence offerings to help ensure that we deliver value throughout your deal lifecycle. Our specialists can help you to meet your financial reporting needs efficiently as well as help you seize opportunities to keep moving forward with agility and speed in order to achieve your strategic deals-related vision and goals.

    We are dedicated to providing corporate and financial sponsor clients with accounting and financial reporting advisory services in conjunction with all of their transaction needs, including:

    • Navigating the complexities of a business combination with the proper accounting and valuation experience in order to best stand up the newly combined company’s opening balance sheet and subsequent periodic earnings
    • Preparing the standalone historical carve-out financial information oftentimes required by buyers, lenders, or regulators and bridging the gap to deal basis financial statements and other diligence materials
    • Evaluating the financing terms and requirements to successfully raise capital, maintain lender compliance, and report on the business post-close
    • Drafting a compelling financial story in offering documents
    • Developing strong ongoing financial reporting and disclosure processes post-deal
    • Implementing complex accounting changes resulting from evolving business transactions or shifts in standards
    • Deciphering the changes in valuation, accounting, and financial reporting required as a result of the bankruptcy process and presenting new financial basis properly on the road to recovery
    • Decoding GAAP differences present in cross-border transactions in order to compare key figures and terms on a like-for-like basis


    Lawson Smith

    Lawson Smith

    Managing Director

    Financial and Accounting Due Diligence

    Our global team of diligence professionals is made up of former Big Four CPAs and transaction accounting professionals with an average of 15 years of experience working across all our industry verticals. Drawing on Houlihan Lokey’s market leadership in middle-market corporate finance transactions and competitive intelligence, our diligence team provides candid, unbiased, and rigorous support on the accounting and financial matters most impacting deal value. We employ innovative methods and avoid template-driven reporting, helping clients and intermediaries manage the costs and time sensitivities around diligence.

    Our Financial and Accounting Due Diligence services assist financial investors, lenders, corporates, and other advisors in identifying and evaluating key value drivers and risk factors most impacting value. Working through industry-specific approaches, we enable our clients to:

    • Gain an understanding of significant patterns and event impacts in the historical performance
    • Evaluate the quality and sustainability of the reported earnings and free cash flow
    • Analyze the quality and potential realizability of the balance sheet and net assets
    • Understand historical working capital patterns and levels relative to management’s projections, and identify opportunities to improve working capital efficiency while managing post-closing adjustments
    • Identify and evaluate the potential impact of key assumptions and sensitivities on the achievability of management’s financial and operating forecasts
    • Address key accounting and financial reporting risks to credit and purchase agreement negotiations
    • Assess accounting positions and pro forma transaction impacts to post-closing reporting (considering the potential buyer’s or seller’s position)
    • Evaluate post-closing purchase price adjustments, purchase accounting, and valuation requirements in post-transaction financial models

    Transaction Tax Advisory Services

    Our transaction tax professionals help private equity and strategic clients increase value through thoughtful, tax-advantaged transaction structuring as well as through identification and mitigation of relevant historical and projected tax risks. Our national team of tax professionals brings a significant depth and breadth of tax expertise from the Big Four accounting firms. Our clients include a broad range of U.S. and foreign-based financial and corporate clients engaged in both domestic and cross-border transactions. We collaborate closely with our clients’ corporate and tax attorneys, avoiding duplication while providing actionable and timely advice impacting acquisition structure and exit positioning. 

    Our buyside and sellside tax due diligence services include:

    • Identifying valuable structuring opportunities and post-close structure tax efficiencies
    • Identifying and preserving existing valuable tax attributes
    • Identifying business incentives opportunities
    • Identifying tax-related EBITDA adjustments
    • Identifying tax issues and risks and evaluating alternatives to address material tax issues with an ultimate view to the client’s exit
    • Working with clients’ attorneys to manage tax risk through the contract process.

    Building on our leading position and history in financial restructuring, we assist clients through the tax aspects of financial restructuring and sellside M&A transactions, as well as assist with IRS and state tax audits/tax expert testimony, performing Loss Limitation (Section 382) analyses, allocations of purchase price to personal goodwill, and voluntary disclosure processes to minimize tax exposures.


    Tom Goldrick

    Tom Goldrick

    Managing Director
    Head of M&A Tax Services

    Deal Optimization

    Mergers and acquisitions are by nature disruptive and introduce unique risks and opportunities that impact all aspects of a business. Houlihan Lokey’s team of industry-based transaction, strategy, and operational consultants works closely with financial sponsors and company management teams to identify, implement, and execute impactful pre- and post-investment initiatives focused on preserving and creating value.

    As market leaders in middle-market M&A, we are at the forefront of helping clients identify, capture, and monetize growth strategies resulting in the return of greater shareholder value and enhanced IRR.

    Seller Readiness

    Exiting an investment, whether through a partial or complete sale of a stand-alone business, carve-out, spin-out, or IPO, requires a thoughtful and rigorous approach. Identifying and mitigating potential issues while structuring and positioning the business or assets properly is essential to maximizing value and avoiding surprises and potential disruption. By integrating our deep heritage in valuation and investment banking with robust transaction support capabilities, Houlihan Lokey provides a market-based, defensible approach to helping clients realize value and manage messaging to potential buyers.

    We support clients with the following Seller Readiness Services:

    • Assisting in determining the defensible, normalized run-rate performance of the business
    • Providing distributable, branded seller diligence reports and non-branded seller assist reports
    • Identifying and validating key risks and opportunities impacting future performance and valuation
    • Assessing the quality and consistency of underlying financial record keeping and management’s ability to respond to buyer requests
    • Working closely with clients’ other advisors and providing specific, real-time market-based input regarding the confidential information memorandum and other process documents
    • Evaluating potential buyer positions and developing tax and financial scenarios to help maximize after-tax proceeds
    • Preparing a strategic and competitive industry-based market assessment
    • Identifying, assessing, and supporting potential revenue and cost synergies
    • Preparing, populating, and managing data rooms and buyer information requests
    • Creating and implementing transition planning and post-separation activities
    • Assessing indirect and non-allocated costs, stranded costs, idled capacity, and potential impacts of wind-down in carve-outs and divestitures
    • Evaluating, providing input on, and assisting with the management of the Transition Services Agreement (TSA)
    • Providing technical tax and accounting support regarding divestitures, carve-outs, and dispositions

    No two transactions are the same, nor is our seller approach. We tailor and deliver these specific services with the buyer and transaction in mind, and focus on helping you run an efficient process while maximizing after-tax proceeds and achieving your strategic goals.

    Lender Services

    Whether originating a new debt investment or monitoring an existing credit, Houlihan Lokey’s Lender Services team partners with debt providers to deliver an informed, customized credit diligence solution that leverages real-world lending experience. Houlihan Lokey’s heritage of credit expertise makes us a natural partner when our clients assess credit risk. Our transaction professionals leverage that heritage and draw on their own experience originating senior and junior debt to provide our clients with credit-oriented visibility into the key factors impacting cash flow, asset coverage, and capital security. By drawing on market-leading resources in valuation, transaction support, and financial restructuring, we provide a seamless solution to lenders considering multiple outcomes. 


Contact Us

Sean Murphy

Sean Murphy

Managing Director
Head of Transaction Advisory Services

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