HALL, BOOTH, SMITH & SLOVER, P.C.

191 Peachtree Street N.E., Suite 2900

Atlanta, GA 30303

TRANSACTION ADVISORY SERVICES

Paul M. Spizzirri, Esq., J.D., LL.M., M.B.A., M.A.F.M.James Standard, Esq.

INTERGRATED APPROACH

• Integrated, multidisciplinary, experienced partner/associate team

• Comprehensive value-based approach• Risk/exposure identification coupled with

proactive planning solutions to manage these risks

• Practical “Real-world” solutions to impact your business’s bottom line

• Complete implementation support - We don’t just propose solutions, we support their effective implementation and integration to ensure success

Transaction Services Methodology

Why Utilize a Value Centric Methodology?– Our process is client value driven– Comprehensive multidisciplinary approach to due

diligence and structuring services that consider every material aspect of a transaction including considerations in the areas of tax, corporate law, employment and labor issues, environmental law, real estate and intellectual property considerations, and litigation assessment services.

– We strive to enhance teaming between your company and the Firm

– Our process accelerates the pace of target integration resulting in increased profitability from recognized synergies

Transaction Services Methodology

Why Utilize a Value Centric Methodology?

– Experienced project management professionals identify profit opportunities during the due diligence process and post-acquisition integration implementation

– Our process manages identified risk in order to mitigate against, or even eliminate, the potential exposure inherent in that identified risk

– Recognized economies of a multidisciplinary service provider coupled with our acquired education and experience ensure a decisive competitive advantage throughout the entire transaction process

Identification

Integration

Implementation

Negotiation

Structuring

OrchestratePost-Acquisition

Integration

OptimizeIntegration Strategies

ValueOptimization

OpportunityIdentification

OpportunitySelection

Due Diligence

CorporateDue Diligence

TaxDue Diligence

FinancialDue Diligence

Intellectual Property Due

Diligence

Foreign and DomesticTax Structuring

State and LocalTax Structuring

Real Estate and Property Due Diligence

Environmental Due Diligence

ValuationServices

Employee Compensation

Benefits

ComprehensiveBusiness

Integration Review

Propose ContinuingValue Added

Integration Services

Wescott Corporate Services

IdentifyIntegration

Opportunities

Synergistic Business

Integration

DivestitureConsiderations

Strategic Planning

Evaluate Business Expansion

Opportunities

TargetIdentification

ProposedStructuring

Letter of Intent

Monitor Integration

EvaluateTransactionEconomics

BusinessDeal

Negotiation

StructuralModeling

Complete PurchaseAgreement

EvaluateTax Incentives

Tax and Accounting

Services

Litigation Due Diligence

Value Centric Transaction Process

VALUE

SecuritiesRegulation

MaterialContractsReview

Business Regulation Due Diligence

Employment andLabor Laws Due

Diligence

Federal, State and Local Tax

Planning

Tax Attribute Planning

Publicity Management

Public Affairs Management LLC

Investment Banking

Confirm Synergies

Pre-Acquisition Planning• Structuring and tax

planning for mergers and acquisitions

• Identification of employment and labor exposures

• Identification of environmental exposures

• Selection of the appropriate entity for business interests

• Identify pension and employment benefit plans structuring issues

• Publicity management

• Marketing and brand protection strategies

• Identification of litigation exposures

• Identification of intellectual property exposures

• Estate and related planning for individual business interests of key owners

• Identification of special industry issues that may affect the transaction

• Evaluate legal, political and regulatory environment

• Formulate Strategic Alliances

Identification of Tax Exposures

• Read and evaluate international, federal, state and local tax returns

• Identify tax issues surrounding the entity, timing of income and deductions, character of items, and jurisdictional issues

• Review tax and financial work papers • Determine the effectiveness of the Company’s tax

systems and identify issues surrounding their integration

• Evaluate special industry issues impacting the transaction

• Consider employment, labor and human capital issues

• Draft purchase agreements and interrelated documents

S Corporations

• Read S corporation election (Form 2553), articles of incorporation, bylaws, and other relevant documents relating to the S corporation qualification of the company

• Review S corporation eligibility requirements and compliance requirements under potential tax laws

• Inquire about state procedures for the election of S corporation status

• Investigate and facts and circumstances that potentially threaten the termination of the S corporation election including the existence of a second class of stock that legal status of each shareholder and historical pattern of distributions

• Consider the federal and state income application of the built-in gains tax

STATE AND LOCAL TAXATIONNational Practice Coverage

• Our litigation experiences tempers proposed tax planning strategies to avoid potential problems

• We have extensive practical SALT planning experience with state taxes including sales/use tax, leasing tax, corporate/individual income tax, franchise tax, gross receipt tax, transaction tax, privilege, excise tax and intangible tax in all 50 states

• Multi state unclaimed property (excheat) law expertise• We conduct Nexus studies based upon real world

experience dealing directly with government officials

Structuring Tax Considerations• We incorporate our dynamic and extensive litigation

experience into our tax planning strategies• We evaluate and present our clients with viable

taxable, tax-deferred and tax-free alternatives to transaction structuring

• We model the benefits and opportunities associated with various tax structures to better inform your strategic decision process

• We support appropriate entity selection, including corporations, partnerships, LLCs and business trusts based on considerations in addition to federal, state and local taxation, such as limitations of liability, asset protection strategies, flexibility to accommodate business change and acceptance by your lenders and investors

• We consider appropriate international, federal, state, and local laws

Examples of Transaction Services

• Capital structures• Tax-free reorganizations• Tax-free spin-offs• Debt-equity issues• Transaction impact on tax attributes• Transaction tax minimization • Organizational and transactional

restructuring• Venture capital transactions

including utilization of convertible debts, different classes of preferred stock or partnership interests

• Exit strategies

TAX CONTROVERSIESWe can represent corporate clients in every aspect of a tax controversy from the initiation of the action through it’s final completion

• Advice concerning audits, appeals and collections

• Refund claims• Compliance reviews• Broad attorney-client privilege

protects against the unexpected compelled production of documented advice to government officials

Corporate Due Diligence

• Review entity formation and qualification to do business in each jurisdiction

• Review corporate proceedings and capital stock transactions

• Evaluate management and employee matters• Review material contract and other agreements• Review and evaluate real estate, tangible personal

property and intangible property rights• Evaluate status of pending and threatened litigation• Evaluate the regulatory environment surrounding the

business including compliance with regulatory laws• Confirm and evaluate insurance coverage• Consider environmental matters• Evaluate potential business restrictions• Review credit agreements, loan agreements, indentures,

loans and guarantees of third party obligations

Management and Employees

• Labor and union considerations• Review non-competition agreements• Review material confidentiality, non-

disclosure, assignment of invention and similar agreements

• Review employee stock option plans or other stock option or employee bonus or incentive plans

• Review employee benefit plans• Review employment agreements• Consider employment and labor laws

Formation and Qualification

• Confirm effective formation of entities under State laws and compliance with continuing qualification requirements of these laws

• Confirm foreign qualification filings in each jurisdiction where the company is engaged in business

• Confirm good standing of tax certificates and licenses to engage in business from the state of corporation and each state where the company engages in business

• Review Articles and bylaws, membership agreements, partnership agreements and other relevant governing instruments and consider whether any issues exist or may arise in connection with the transaction

• Confirm compliance with federal and state securities laws

Employee Benefits

We assist clients with respect to:-Creation, administration and termination of

qualified retirement plans, including pension, profit sharing, stock bonus, Section 401(K), tax shelter annuity and employee stock ownership plans

-Welfare benefit plans, cafeteria plans, insured and uninsured fringe benefit programs

-ERISA compliance, rules regarding multi-employer pension plans and withdrawal liability

-Employment contract negotiations-Design, structure and implement stock

compensation plans, golden parachute arrangements, executive retirement programs, deferred compensation arrangements, and incentive compensation arrangements

Property Rights

• Review status of patent, trademark, copyright, trade secret, and other intangible assets

• Review real and personal property leases, subleases and assignments

• Review real and personal property insurance policies• Evaluate and consider the nature of any shareholder

intangible property rights and value these rights if appropriate

• Review mortgages and deeds• Review security agreements and financing

statements• Review easements and covenants associated with

real property rights

LITIGATION ASSESSMENT

• Consider threatened and pending litigation, legal claims and any other material threatened or pending litigation exposures

• Review consent decrees, settlement agreements and injunctions

• Review pleadings from all recent litigation, whether settled or pending

• Review material legal correspondence with advisors

• Risk management evaluation

BUSINESS REGULATION

• Review government licenses, permits and consents

• Review relevant citations and notices received from governmental agencies

• Evaluate pending investigations and consider potential future governmental proceedings

• Review reports to and correspondence with governmental agencies

• Evaluate any materials related to any suspended or revoked government permits and licenses

REAL ESTATE TRANSACTIONS

• Special experience representing real estate investors and developers in connection with the acquisition and development of both residential and commercial properties

- low or moderate income housing

- historically rehabilitated properties

- tax-free like-kind exchanges

- installment sale transactions

- real estate investment trusts (REITS)

HEALTHCARE TRANSACTIONS

Tax planning and implementation of cooperative ventures and strategic alliances between diverse providers

and financing entities

• Physician practice acquisitions• Organization of management

service organizations• Hospital organizations• Enhanced integration of healthcare

delivery structures

Post-Acquisition Business Integration

• Perform compliance reporting, including income tax returns, tax exemptions certificates, and tax election statements

• Process integration and enhancement to ensure recognition of synergies

• Consider FAS 109 implications• Consider federal, state and local laws• Consider lobbying and public affairs management

opportunities• Monitor business integration

Recommendations and Deliverables

• Produce practical value-based reports and memorandums concerning exposure areas, recommended structure, and modeling of results

• Draft acquisition documents and make indemnification, escrow, representation, and warranty recommendations based upon the results of comprehensive due diligence

• Determine whether a tax opinion may be necessary

VALUE

• We strive to continuously provide client value• Methodology + Knowledge + Experience = Value

added Results• We are more educated and experienced while billing

out at lower rates than traditional due diligence and structuring consultants

• Our broader scope of due diligence, structuring and integration services delivers results with recognized economies enhancing value

• Rather than retaining numerous firms unnecessarily duplicating efforts, we resolve numerous issues within one firm of diversified professionals

HALL, BOOTH, SMITH & SLOVER, P.C.

191 Peachtree Street N.E., Suite 2900

Atlanta, GA 30303

TRANSACTION ADVISORY SERVICES

Paul M. Spizzirri, Esq., LL.M., M.B.A., M.A.F.M.James Standard, Esq.