Deal Structure & Due Diligence Services

Andersen offers clients a range of value-added services to make light work of extraordinary transactions, including due diligence, business structuring, tax planning, deal assistance, and tax reviews of financial models.

Our team supports Italian and international clients, private equity funds, family offices, banks, and institutional investors interested in the acquisition, sale and disposal, restructuring, financing and refinancing of Italian or multinational businesses, companies, and corporate groups. Our professionals make a key contribution to every step of the deal, from pre-negotiation agreements to due diligence and the planning and structuring of the deal, in negotiations, through to signing, closing, and post-closing matters.

We appreciate the value of every deal and the complexity that can potentially stand in the way of an optimal outcome. That is why we firmly believe in the importance of assigning the client a dedicated advisor who can guarantee specialist expertise, a multidisciplinary approach, and timely delivery for best-in-class service.

The guarantee of Andersen Deal Structure and Due Diligence services

We guarantee a seamless and comprehensive service built on our consolidated experience in extraordinary transactions and the multidisciplinary expertise of our professionals.

Moreover, thanks to the Andersen Global network, we can provide international support for cross-border transactions involving corporate groups in multiple jurisdictions, both within the EU and beyond.

Finally, we regularly work with all major industry sectors, from energy & utilities and oil & gas, to real estate, gaming, banking & finance, media, infrastructure, and transportation.

Due Diligence

We carry out tax, financial, legal, and payroll due diligence for the purposes of: acquisitions of equity interests, businesses, and individual assets; the sale and disposal of equity interests, businesses, and individual assets; public listing on stock exchanges; financing and refinancing deals; and corporate restructuring and rationalization processes.

Our due diligence work offers key support to clients on both the buy-side and sell-side of deals and for banks. As such, we prepare due diligence reports, also for the financing or refinancing of portfolios and security packages; we prepare Tax Fact Books; we provide VDR assistance; and we organize Q&A and expert sessions.

Business structuring and tax planning

We assist our clients in seamlessly navigating the procedural, accounting, and tax aspects of corporate transactions such as mergers, spin-offs, and contributions, and in choosing the right tax structure for domestic and cross-border deals. We also provide an analysis of the tax implications of the chosen deal structure for acquisitions, focusing on funding (debt vs. equity), cash repatriation (interest, dividends, etc.), ongoing taxation, and exit strategies.

Deal assistance

With complex deals, being able to rely on a trusted advisor in analyzing and reviewing the tax and financial clauses stated in preliminary acquisition/sales agreements can make all the difference. Our team also provides assistance in analyzing and reviewing—from a direct and indirect tax point of view—the documentation connected with financing/refinancing and security packages, and in ensuring that the tax implications found through due diligence are correctly reflected in the set of agreements (e.g., the SPA, the APA, etc.).

Finally, we provide full assistance to insurance companies regarding the liabilities and tax risks found through due diligence for the purposes of the security package.

Tax review of financial models

When preparing financial models, the support of an expert professional with the specific skills and knowledge to analyze and check the tax implications in the models is fundamental. This is something our team fully guarantees, while also ensuring that tax rules and any tax assumptions and simplifications have been accurately modeled.

Seamless Service

We consistently aim to deliver the best possible outcome for our clients in relation to their needs. In providing deal structure and due diligence services, our professionals —with the client’s approval— work closely with other Andersen teams, including:

 

Team leaders: Sebastiano Dell’Arte, partner; Letizia Carrara, partner