Hermes Healthcare Advisors

Transaction Advisory

Hermes Healthcare Advisory Services (HHCA) helps clients maximize value and minimize risk during the acquisition process. We offer comprehensive due diligence advice and support in evaluating the risk/return considerations of the deal.

We combine extensive industry experience in financial accounting, investment banking, tax, valuation and SEC regulatory expertise. HHCA advisors provides and manages a complete range of merger integration and acquisition services. Whether representing the buyer, seller or lender, our Transaction Advisory Services delivers the full hands-on support clients expect throughout the deal continuum. Buyer & Seller Services

With broad experience in investment banking and other industries, HHCA’s guides clients through every stage of the acquisition and merger integration process – from identifying and evaluating the target to realizing the value.

HHCA assess the key value drivers and risk factors on the most advantageous tax and accounting structure. We perform detailed due diligence assessment and provide comprehensive tax consulting to maximize clients’ return on investment. In closing the deal, we review the purchase contract and refine the valuation to ensure that clients realize the optimal value of their transaction post acquisition.

We focus on the following areas:

- Quality of revenues, earnings and cash flows.
- Quality of the balance sheet, reserves and unrecorded liabilities.
- Financial reporting and disclosure issues.
- Working capital and capital expenditure requirements.
- Purchase price adjustment mechanisms.
- Operational and regulatory matters.
- Internal control environment and Sarbanes-Oxley compliance.
- Tax impacts of the financial model.
- Interest expense limitations, OID avoidance and deal-cost deductibility maximization.
- Exit and retention strategies.

Lender Services

In addition to our buyer and seller services, advises lenders on all aspects of the lending decision-making process. We combine technical expertise in valuation and credit issues with years of experience in corporate restructuring and audits to help lenders make informed decisions.

Our specialized team of Lender Services professionals provides money center banks, investment banks, foreign banks, finance companies and investment funds with full support during the lending process. We provide due diligence reviews, troubled credit alternatives, portfolio monitoring, collateral analysis and securitized transaction assistance. We serve lenders with both domestic- and foreign-based opportunities.

We assist lenders with the following services:

- EBITDA and cash flow analysis.
- Due diligence reviews.
- Troubled credit alternatives.
- Portfolio monitoring.
- Collateral analysis.
- Crisis credit assistance.
- Securitized transaction assistance.

Purchase Price Dispute Services

The FTI Transaction Advisory Services team is highly experienced in analyzing post-acquisition purchase price issues and helping resolve disputes from the point of view of the buyer, the seller or as an independent arbitrator.

Working side by side with attorneys and financial executives on a daily basis, our skilled professionals specialize in assessing the value of businesses and damages, and ssisting in dispute resolution. Our experience encompasses shareholder disputes as well as independent purchase and sale transactions. We understand the tactics that buyers and sellers typically employ in determining a purchase price adjustment.

We perform the following services for clients involved in purchase price disputes:

- Assess whether GAAP has been consistently applied
- Resolve earn-out issues
- Assess the accuracy of financial statements
- Negotiate a reasonable range of settlement
- Allocate purchase price for tax purposes
- Evaluation of the entities or businesses for sale – quality of earnings, balance sheet and working capital.
- Identification of value enhancers and value issues
- Development of near-term solutions for value issues
- Evaluation of projected financial information
- Value proposition positioning
- Preparation of offering memorandum or letter of intent
- Assistance with management presentations
- Data room preparation, quality control and management follow-up
- Evaluation of potential buyers and bids received
- Negotiation with buyers
- Accounting and tax deal structuring
- Assistance with purchase and sale agreement provisions
- Resolution of separation and transition issues
- Fairness opinions
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