Government Contract M&A Services | FTI Consulting
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Transaction M&A Services

Our team of multidisciplinary advisors provides a unique combination of financial and operational expertise through every critical stage of a transaction’s life cycle: From pre- to post-closing, we have the experience in working side by side with companies to develop and execute acquisitions, mergers and carve-outs.

Our Service Offerings

Merger & Acquisition Support

  • Analyze and normalize quality of earnings, working capital, and debt and debt-like items.
  • Evaluate accounting control environment, policies and processes.
  • Understand revenue recognition policies and compliance with GAAP.
  • Evaluate historical and forecast operating results.
  • Schedule and analyze contract values, funding, backlog, historical and projected revenues and cash flow (“waterfall”).
  • Perform balance sheet and working capital reviews.
  • Evaluate business development pipeline and the capture management process.
  • Perform commercial and IT diligence.
  • Obtain an understanding of a company’s overall structure, review tax returns, and assess risks and alternative tax structures.

Operational & Financial Restructuring

  • Company advisory:
    • Business plan review and diagnostics analysis.
    • Recommendations of refinancing alternatives in or out of court and identification of tax issues.
    • Contingency planning, including liquidity management.
    • Claims management.
    • Interim management (CEO, CRO, COO and CFO roles).
  • Capital solutions:
    • Assistance with capital raise, refinancing transactions, covenant waivers and credit facility renegotiations.
  • Lender advisory:
    • Business diagnostic review (business plan and strategic and valuation assessment).
    • Transaction planning (covenant setting, structuring and tax issues).
  • Creditor rights.
  • Business plan and liquidity assessment.
  • Operational performance and capital structure reviews.
  • Strategic and exit strategy.

Business Plans & Strategic Forecasting

  • Four key phases (working in tandem with management):
    • Understand structure of the business, key inputs, and risks surrounding forecasting, methodology and assumptions.
    • Develop template and key assumptions.
    • Compare and discuss with management initial projections to actuals and modify assumptions and model.
    • Monitor variances of projections and adjust accordingly.
  • Key objectives:
    • Automate forecasting and reporting.
    • Standardize and automate schedules and templates used for input.
    • Improve management procedures, controls and accuracy of inputs.
    • Modify expectations and culture to emphasize importance of accurate forecasting.

Valuation & Purchase Price Disputes

  • Carve-outs:
    • Evaluate strategic goals and financial alternatives. Perform sell-side due diligence (commercial, financial, tax and structuring reviews), understand value issues and develop near-term fixes.
    • Assist in preparation of carve-out financial statements and formulation and distribution of offering memorandum and presentations.
    • Oversee bid process, data room setup and management follow-up.
    • Evaluate offers and assist in negotiations and board transaction approval.
  • Valuations:
    • Prepare purchase accounting valuations (FASB ASC 805 and 350), fair market value, fairness and solvency opinions.
    • Offer expert witness testimony.
  • Purchase price disputes and GAAP accounting:
    • Determine risk exposure for a purchase price adjustment and assess whether GAAP has been consistently and correctly applied.
    • Offer expert witness testimony.
    • Liaise with auditors and the SEC.
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