For Transaction Structuring
M&A tax, entity, and debt structuring.
How a deal is structured shapes what each side keeps. Asset versus stock, the entity you buy through, how the purchase price is allocated, and how the debt is modeled all carry consequences that are easiest to address before the LOI, not after.
The problem
Structure decisions get made late, when options have narrowed
By the time many buyers think about structure, the LOI has already set terms that are hard to unwind. Asset versus stock treatment, entity selection, and price allocation all affect the after-tax outcome and the risk each party carries, and the room to shape them is widest early. Analyzing these questions before you commit means your attorney and accountant are working from a clear plan rather than reacting to one.
What's included
What a structuring engagement covers
✓Asset versus stock treatment analysis for the specific deal
✓Entity selection for the acquiring structure
✓Purchase-price allocation considerations and their basis effects
✓Debt structure and coverage modeling
✓Seller-note and earnout structuring considerations
✓Rollover and equity-participation scenarios where relevant
✓Coordination with your attorney and accountant on execution
✓A written framework you can act on before the LOI
How it works
Analysis before the terms lock in
01
Share the deal shape
Target, purchase price, financing plan, and your objectives for the transaction.
02
We model the structures
We compare the realistic structural paths and their basis, tax, and risk implications.
03
You get a written framework
A clear comparison you can bring to your attorney and accountant, with the tradeoffs laid out.
04
We coordinate on execution
Your counsel and accountant handle the legal drafting and filings; we make sure the plan is sound going in.
Who it's for
Built for buyers and sellers structuring a transaction
Buyers, sellers, and independent sponsors working through how a lower-middle-market deal should be structured. Twenty years of M&A and fund tax experience across EY and Morgan Stanley’s private equity funds, applied to transactions that usually never get that level of analysis.
Questions
Common questions
Do you replace my attorney or accountant?
No. We analyze the structure and tax implications so your attorney and accountant can execute from a clear plan. The legal drafting, filings, and formal tax opinions remain with them.
When should structure get analyzed?
Before the LOI where possible. The terms an LOI sets can constrain the structural options that are still open, so earlier analysis keeps more paths available.
Can you help with seller notes and earnouts?
Yes, as part of the structural analysis. How a seller note or earnout is structured affects both the tax treatment and the risk each side carries.
Is this only for buyers?
No. Sellers benefit from structure analysis too, since asset-versus-stock treatment and allocation affect the after-tax proceeds of a sale.
Structuring a transaction?
A confidential call is the fastest way to see the options while they are still open.
Schedule a Confidential CallNexTax Advisory provides financial and tax advisory services. It does not provide legal services or formal audit or attest engagements. Analysis is intended to inform your decisions alongside your attorney, lender, and independent quality-of-earnings provider, not to replace them.