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Merger and Acquisition Services

Regardless of whether your institution's strategic direction includes acquisition of other institutions or branches, or plans to sell to another institution, HORNE's financial institutions team has the experience to help you effectively plan and prepare for the transaction from start to finish.  Whether your institution is looking for the perfect fit to grow your business, FDIC assisted transactions, trying to market yourself for a strategic alliance, or if you are analyzing the sale or purchase of branches or specific divisions, HORNE has the resources to facilitate a successful transaction. 

HORNE's merger and acquisition team is unique- boasting our depth, experience and knowledge with important M&A matters.  Our partners and managers have experience on all sides of the transactions, including partners who have served as financial executives for some of the larger regional financial institutions within the Southeast.  Our areas of service include:

• Planning
• Due diligence
• Execution and day one accounting
• Day two and beyond monitoring and accounting
• Divestitures
• Valuations
• Complex debt/equity offerings

Planning
Developing the right strategy is critical to the success of a purchase or sale transaction.  We help your institution:

• Align strategic priorities for organic and inorganic growth
• Develop M&A strategy and review market entry options
• Assess your processes to identify potential enablers or barriers
• Assess business plan forecasts
• Align strategic priorities for divestitures

We can also help your institution develop a target analysis.  This analysis involves identifying synergy assessments, financial projections, and a readiness review.  Furthermore, HORNE's target analysis includes assistance with pricing and structure considerations as well as capital and financing matters and review of the definitive agreement.

Due Diligence
Evaluating the risks of a related purchase transaction is crucial in assessing the potential return on your investment decision.  HORNE has experienced team members ready to guide you through the process of analyzing the buy transaction and identifying the risk and compliance issues associated with the purchase.  Our due diligence services include assessing the risk and compliance concerns, reviewing section 280 g implications, providing tax and financial analyses, identifying contracts and reviewing and analyzing systems. 

Tax implications are involved in almost every business decision.  Understanding the tax implications of your transaction is vital in the decision making process.  HORNE's financial institutions team includes professionals with years of hands-on experience in dealing with the tax implications of buy, sell and restructure transactions. HORNE's experienced professionals add value to the transaction process through due diligence, transaction structuring and post transaction integration services.

Execution and Day One Accounting
HORNE's M&A team has experience working with management to close the deal.  We work to streamline shareholder and regulatory approval, and our team assists your institution with the required SEC filings including pro forma financials and the related information.  We also provide internal outsourcing for target and/or merger and acquisition activities.

There are a number of tax and financial considerations when initially accounting for a merger and acquisition transaction.  HORNE's team provides your management team support with evaluating the accounting and tax complexities as well as provides asset valuations and assist with purchase accounting.

Day Two and Beyond Monitoring and Accounting
Once your transaction is complete, there are a number of factors to monitor and track for both tax and financial purposes.  HORNE's team assists you with quarterly or annual asset valuations as well as tax and financial look back analyses.  We also help you track, monitor and realize synergies.

Divestitures
HORNE's financial institutions team also has a great deal of experience in assisting institutions with divestitures.  If your corporate strategy involves the purchase or sale of a branch or division, we are prepared to assist with all aspects of the transaction including strategizing, screening candidate acquirers, reviewing the financial and tax structuring, and preparing carve out statements and regulatory filings.  Leverage our knowledge and experience to ensure your institution capitalizes from the transaction.

Valuations
Our team of professionals can assist your organization with pre-acquisition valuations, tax valuations and impairment analyses.  Our pre-acquisition valuations assist management in understanding the impact of an acquisition on your earnings.  A tax valuation includes assistance with tax reorganizations, intellectual property transfers, and reviewing the tax consequences of a business combination.  ASC 350 requires an assessment of goodwill on an annual basis.  HORNE's team can assist with your annual impairment analysis. 

Complex Debt/Equity Offerings
HORNE's financial institutions team works to assist your institution with complex debt or equity offerings.  We help management evaluate alternative debt and equity options, analyize pricing, underwriting criteria and other structural issues, and supervise investor or lender due diligence. 

For more information on HORNE's merger and acquisition services, contact James Gordon at 901.759.7360 or e-mail him at james.gordon@horne-llp.com.