Mergers & Acquisitions
Mergers & Acquisitions
The Windes Approach
The majority of our clients are acquired through referrals from existing clients, friends, or business associates of
the firm. Many of our client relationships have lasted for generations. Significant partner involvement and low
personnel turnover are keys to our success. Given our local decision-making, we are able to deliver our
engagement services to meet your needs without using a one-size-fits-all approach.
Our Signature Story
Since 1926, we have been a trusted business partner to our clients and have earned our reputation as one of
the most respected and socially responsible accounting firms in southern California. Our professionals deliver
high-value accounting and consulting services and are committed to our clients and their organizations. The
strength of our practice and comprehensive expertise, coupled with our global network, enables us to provide
our clients with business solutions focused on their continued success at fees that represent outstanding value.
Windes has 16 partners and over 140 personnel in a variety of disciplines within our three southern California
offices. Our firm serves over 2,500 businesses and more than 1,500 individuals.
The Windes Difference
Established in 1926, we have been serving clients for almost nine decades.
Local technical and engagement decision-making is made with significant partner involvement.
Strong client relationships and exceptional service on the delivery of financial statements and tax returns.
A combination of national firm technical expertise with the responsiveness, rate structure, and dedication to
client satisfaction that makes our services an outstanding value.
Dedicated employee benefit professionals with experience in mergers & acquisition issues and transactions.
Global Reach: Our Baker Tilly International Network provides cultural knowledge, expertise, and resources
in 137 countries worldwide.
Acknowledged by Inside Public Accounting (IPA) as one of the top “25 Best of the Best” accounting firms in
the country and listed as one of IPA’s “All-Star Firms for Long-Range Planning.”
Motivated and hard-working staff: Consistently ranked as a “Best Accounting Firms to Work For” in the
country by Accounting Today, one of the “Best Places to Work” in Los Angeles and Orange Counties by the
Los Angeles Business Journal and Orange County Business Journal, respectively.
“Windes has been flawless in their responsiveness and deliverables, which speaks highly to the fact that as a regional accounting firm, they are able to provide nimble and cost-effective services while
incorporating an integrated tax planning strategy between my two businesses.
I highly recommend their services to interested parties.”
- CEO of a communication services company
Mergers & Acquisitions
Buy-side Services
Financial and tax diligence on target including quality of earnings reports and review of financial records history and internal fiscal statements
Assistance with negotiation of purchase terms, review and revise the draft agreement, focusing on tax provisions, working capital, representations and warranties, elections, allocations, indemnifications, and calculations
Advisory services related to the evaluation of debt and equity financing vehicles
Assistance with tax and book purchase price allocation, including reconciliation of tax allocations to book allocations
Projection/forecasting assistance
Review of target company’s qualified and nonqualified employee benefit programs for potential liability and conformity with regulations
Analysis of working capital adjustments, post transactional business and tax due diligence to be used in the execution of the negotiated indemnifications
Sell-side Services
Analysis of the environment before going to market to determine potential tax, operational, labor, and regulatory issues
Analysis of quality of earnings to determine nonrecurring gains or losses and prevent surprises
Mitigation of potential delays and the risk of re-trading the transaction with effective organization of financial data to help the buyer understand and consent to the terms of the agreement, thereby reducing the due diligence process for the buyers
Careful planning and identification of the most effective tax structure for the transaction and assessing its impact on both parties
Assistance with ensuring your internal resources remain focused on efficient operation of the business
Projection/forecasting assistance
Analysis of hold-back risks
Analysis of sale’s impact on current retirement benefits, merger, spinoff and termination documents and plan filings
Review of any “parachute” payments for compliance with regulations
Post-transaction Services
Assistance with tax reporting, including bringing the target company into compliance with federal, state, and international tax filings discovered in the due diligence process
Assistance with efficiently merging accounting methods and tax systems
Identification with internal control weaknesses in operations, systems, departmental personnel, and sales-force organization
Plan termination documentation and filings
Restructuring Services
Help with examining and understanding the complexities of restructuring options
Expertise in evaluating the tax effects of troubled debt restructurings and minimization of debt cancellation income
Assistance with negotiating terms of debt modification agreements
Mitigation of limitations on the use of next operating losses
Mergers & Acquisitions Expertise
How well the potential tax implications of a merger or acquisition are addressed can make all the difference in how
smoothly your transaction achieves the financial and tax results you expect. Windes Mergers & Acquisitions Group
has extensive experience in all facets of these complex transactions, representing buyers and sellers, as well as all
parties of interest.
Mergers & Acquisitions
www.windes.com
Orange County 18201 Von Karman Avenue
Suite 1060
Irvine, CA 92612
Tel: 949.271.2600
Headquarters 111 West Ocean Boulevard
Twenty-Second Floor
Long Beach, CA 90802
Tel: 562.435.1191
Los Angeles 601 South Figueroa Street
Suite 4950
Los Angeles, CA 90017
Tel: 213.239.9745
How Does Windes Compare?
(1) Big Four / national firm - centralized decision making.
(2) Windes - local decision making.
(1) Big Four / National Firm (2) Windes
Quality High High
Reputation Mixed Excellent
Expertise / Technical National Experts National Experts
Service Mixed Exceptional
Private Equity Clients Yes Yes
Footprint Global Global
Cost High Reasonable
Risk Management Internal Firm Focused Client Focused
As an independent member of Baker Tilly International, Windes has
access to the cultural understanding, knowledge, and expertise our
clients need to succeed on a global level
Baker Tilly International is the 8th largest network of accountancy
and business services firms in the world, with revenues of $3.4
billion
Represented by 161 independent member firms with 27,000
professionals in 137 countries worldwide
Our Global Reach
Gary L. Curtis, CPA Partner, Tax & Accounting Services
Mergers & Acquisitions Group Practice Leader
Over 30 years of tax experience representing buyers and sellers in merger, acquisition,
divestiture and reorganization transactions. Over 20 years in dedicated practices in mergers
and acquisitions for national firms.
Representations of buyers and sellers in the following areas:
Due diligence with identification and assessment of business and tax issues in purchases
and mergers, including reverse due diligence with respect to C-Corporations,
S-Corporations, partnerships and LLC’s
Structuring of taxable transactions to achieve desired tax and financial results, including
taxable forward and reverse transactions, asset sales and deemed asset sales, and sales
of divisions
Structuring of non-taxable mergers, which includes acquisitive and divisive reorganizations
Tax planning, that encompasses disposition of unwanted assets through non-taxable
spin-offs
Document review focusing on indemnifications, representations and warranties, elections,
asset allocations and working capital adjustments
Additional seller side representation in pre-sale tax planning and negotiations
Assistance with tax reporting, including review and preparation of short-period returns and
bringing company into compliance for federal, state and local and international issues
discovered during due diligence
Representations of buyers and sellers of financially troubled companies
Services to buyers, sellers, banks and unsecured creditors
Analysis of net operating loss carryforwards to determine impact of various debt and equity
structures
Minimization of debt cancellation income
Professional Affiliations
American Institute of Certified Public Accountants, Member
Association for Corporate Growth, Member
California Society of Certified Public Accountants, Member
Windes Mergers & Acquisitions Group
www.windes.com
Resident Office
18201 Von Karman Ave. Suite 1060 Irvine, CA 92612
Telephone
949.271.2600
Email [email protected]
Robert M. Corbin, CPA, MST, CGMA Partner, Tax & Accounting Services
Robert has over 22 years of tax experience representing middle-market clients in both ‘Big
Four’ and regional firms. Throughout his career, he has represented clients on mergers,
acquisitions and reorganizations including structuring exit strategies. He is currently the
National Chairman for Baker Tilly International’s State and Local Tax Committee and sits on
the firm’s Board of Directors.
Transactional Experience
$40 million acquisition of medical device manufacturer – assisted in due diligence to
determine income, franchise, sales and use, property and escheat tax liabilities
$20 million sell-side medical contracting company with international operations – structured
both debt and equity proceeds to be tax efficient for federal and state filings
$15 million acquisition of spice packaging company to national food manufacturing
conglomerate - reviewed state tax credits and incentives to offset resultant gains
$60 million acquisition of real estate and hotel operations, including analysis of negotiated
local incentive credits granted by city to offset sales taxes
Assisted with $60 million leveraged ESOP transaction of manufacturer for sale to plan and
resultant gain deferral for shareholders
Due diligence on workforce of NASA contractor to maximize state and federal workforce
opportunity credits
Sales tax due diligence on $40 million retailer prior to sale winning over 30 voluntary tax
disclosures abating penalties of over $500K
Restructure of $50 million real estate portfolio to minimize reassessment of value for
property tax
Analyzed qualified activities of $45 million manufacturer resulting in over $2 million of
research and development tax credits
Federal, state and local due diligence for $45 million sushi kiosk franchise prior to sale
Professional Affiliations
American Institute of Certified Public Accountants, Member
Association for Corporate Growth, Member
Baker Tilly International, North American State and Local Tax Committee, Chairman
California Society of Certified Public Accountants, Member
Windes Mergers & Acquisitions Group
www.windes.com
Resident Office
18201 Von Karman Ave. Suite 1060 Irvine, CA 92612
Telephone
949.271.2600
Email [email protected]
James A. Cordova, CPA, MST Partner and Chairman, Tax & Accounting Services
Jim has more than 22 years of experience in public accounting and is chairman of the firm’s
Tax & Accounting Services department. He also serves on the Windes Board of Directors and
is a member of the firm’s Corporate Governance Committee.
Jim specializes in analysis and selection of business entities, tax factors and implications
related to business dissolutions, tax factors associated with inbound and outbound
reorganizations, mergers and acquisitions consulting, multi-state taxation issues and
planning, foreign parent and subsidiary compliance, and tax strategies involving real
property transactions.
Transactional Experience
Assisted with leverage buy out of technology equipment manufacturer including structure
planning and due diligence
$50 million sale side due diligence of large safety equipment wholesaler. Including tax
structure consulting, multi state nexus and sales and use tax issues, and 338(h)10
calculations
$55 million sale side due diligence of advertising company. Reorganization and structure
issues, including tax planning for built in gains issues
$75 million buy side due diligence including multinational issues and deal structure planning
for multinational developer
$40 million structure planning engagement for divorcing partners. Including deferred gain,
property tax planning, and basis considerations for tax minimizing strategy
Assisted in taking $120 million machine manufacturer to market representing buyer to
various private equity groups
Buy side due diligence and review of feasibility study of $16 million residential development.
Including structure planning and property tax considerations
Extensive experience on buy side structure planning of real estate funds with capital raises
from $5-$50 million. Including structure planning, carried interest issues, and debt
structuring issues
$45 million restructure and leverage buy out of automotive parts manufacturer. Represented
seller in all aspects of tax due diligence including structure planning and purchase price
allocation.
Professional Affiliations
American Institute of Certified Public Accountants, Member
California Society of Certified Public Accountants, Member
Memorial Medical Center Foundation, Executive Committee, Board Member, and Grants
Application Committee
Tax Practice Management Committee, Member
Windes Mergers & Acquisitions Group
www.windes.com
Resident Office
111 West Ocean Blvd. 22nd Floor Long Beach, CA 90802
Telephone
562.435.1191
Email [email protected]
Richard L. Green, CPC, QPA, QKA, APA Partner, Employee Benefit Services
Richard joined Windes in 1991 and leads the firm’s Employee Benefit Services department.
With expertise in plan design, administration, and compliance for employee benefit plans,
Richard’s practice focus includes pension and profit sharing plans, 401(k) and 403(b) plans,
cafeteria plans, defined benefit plans, plan compliance and correction, and IRS reporting.
Additionally, Richard provides consultation on all qualified plan issues, non-discrimination
testing, ERISA compliance reviews, retirement distribution planning, mergers and acquisitions,
plan qualification, and plan design and implementation.
Richard has served the retirement plan needs of small- to middle-market businesses and
professional corporations since 1981. He has authored numerous articles on retirement plan
issues and was the recipient of the firm’s Excellence in Technical Achievement Award in 2001.
He became a partner in 2004 and was named department chair in 2008.
Richard has over 30 years of experience in the employee benefit issues involved in both buying
and selling a business. He has assisted employers in performing due diligence on both qualified
and nonqualified plans, as well as employment and severance agreements.
Professional Affiliations
American Society of Pension Professionals and Actuaries, Certified Pension Consultant,
Qualified Plan Administrator, Qualified 401(k) Administrator, and Associated Professional
Member
National Institute of Pension Administrators, Accredited Pension Administrator
Windes Mergers & Acquisitions Group
www.windes.com
Resident Office
111 West Ocean Blvd. 22nd Floor Long Beach, CA 90802
Telephone
562.435.1191
Email [email protected]
Peter W. Lee, CPA Partner, Audit & Assurance Services
Peter joined Windes in 1994. He is a partner in the firm's Audit & Assurance practice focusing
on consumer and industrial products, e-commerce, technology, and transportation and logistics
sectors.
Peter has over 20 years of audit, advisory, and corporate finance experience. In addition to
audits of public and private companies, Peter has completed a range of financial advisory
assignments including mergers, acquisitions, sales, recapitalizations, leveraged buyouts, and
debt and equity financings on behalf of private equity firms, public corporations, and private
company clients. Peter’s most recent transactions include the sale of a food-and-beverage
franchise and sale of a foot-and-apparel company.
Professional Affiliations
American Institute of Certified Public Accountants, Member
American Institute of Certified Public Accountants, Private Companies Practice Section
Technical Issues Committee Member
Association for Corporate Growth of Los Angeles (ACG LA), Board Member
ACG LA, Chair of Programs Committee
California Society of Certified Public Accountants, Member
Pacific Business Resources Group, Board Member
YMCA Metro, Board Member
Windes Mergers & Acquisitions Group
www.windes.com
Resident Office
601 South Figueroa St. Suite 4950 Los Angeles, CA 90017
Telephone
213.239.9745
Email [email protected]
Sean K. McFerson, CPA, MBT Partner, Tax & Accounting Services
International Tax
Sean has more than 16 years of experience in public accounting and is a partner in the firm’s
Tax & Accounting Services department. He specializes in domestic and international taxation
issues of multi-national companies (both public and private) and start-up companies, including
domestic and international restructuring, consultation on year-end and quarterly income tax
provisions, tax-efficient integration of acquired targets, developing and implementing intellectual
property-migration strategies, and formation of international entrepreneur structures. Sean’s
expertise extends to consultation and preparation of various federal and international tax
reports, such as net operating loss studies, accounting method changes, and miscellaneous
foreign reporting.
Sean serves high-net-worth individuals and a wide variety of clients in the technology,
manufacturing, distribution, restaurant/hospitality, and services industries.
Sean’s experience includes working abroad, in London, where he worked at the United States
Tax Desk for PricewaterhouseCoopers LLP.
Representations of buyers and sellers in the following areas:
Due diligence, including identification and assessment of international tax issues in
purchases and mergers, including reverse due diligence with respect to C-Corporations,
S-Corporations, partnerships and LLCs
Post-deal integration of the target’s foreign subsidiaries with buyer’s existing foreign
subsidiaries
Post-deal integration of target’s foreign intellectual property structure with buyer’s existing
foreign intellectual property structure
Professional Affiliations
American Institute of Certified Public Accountants, Member
Baker Tilly International Tax Committee, Member
California Society of Certified Public Accountants, Member
Downtown Long Beach Associates, Economic Development Committee Member
Windes Mergers & Acquisitions Group
www.windes.com
Resident Office
111 West Ocean Blvd. 22nd Floor Long Beach, CA 90802
Telephone
562.304.1339
Email [email protected]
Lyle Scheppele, CPA Partner and Chairman, Audit & Assurance Services
Lyle joined Windes’ Audit & Assurance Services department in 1988 with seven years of
private industry experience. He is the partner responsible for the firm’s Audit & Assurance
department, a member of the Board of Directors, and is the partner-in-charge of the firm's
Orange County office. Lyle’s practice focus consists of financial reporting, audit and review
services, internal control evaluation, business mergers and acquisition planning, and business
structure. He has extensive expertise in national and international transactions for both public
and private companies. Lyle’s industry experience includes real estate, construction,
manufacturing, wholesale distribution, retail, biomedical, and nonprofit organizations.
Lyle is involved in the firm’s national and international membership with Baker Tilly
International, the world’s eighth largest accounting firm network.
Representations of buyers and sellers in the following areas:
Creativity and broad transactional experience includes assisting buyers, sellers, investors,
and other advisors to move the transaction forward.
Transaction highlights:
$140 million recapitalization of U.S. manufacturer via a leveraged ESOP—assignment
included consulting on transaction design, due diligence, and forecasting
$175 million sale of global consumer product line, including assistance with structure,
forecasting, due diligence, off-shore royalty arrangement
$300 million public debt and equity raise serving as the auditor
$15 million purchase and conversion of a global public-to-private company—providing
buy-side risk analysis and due diligence, transaction design and process consulting
$131 million sale of a western United States distributor, including transaction design,
shareholder planning, due diligence, and negotiation
Professional Affiliations American Institute of Certified Public Accountants, Member
Association of General Contractors, Member
Credit Union of Southern California, Board of Directors
California Society of Certified Public Accountants, Member
Construction Financial Managers Association, Member
The ESOP Association, Member
National Center for Employee Ownership
Pacific Symphony, Board of Directors and Audit Committee Chair
Windes Mergers & Acquisitions Group
www.windes.com
Resident Office
18201 Von Karman Ave. Suite 1060 Irvine, CA 92612
Telephone
949.271.2600
Email [email protected]