Virtas Partners was engaged by a public company to prepare purchase price accounting documentation in accordance with ASC 805 for a consummated acquisition as well as to prepare related SEC filings for both the consummated and proposed acquisition.
Client Need
Our public company client closed an acquisition mid fourth quarter and shortly thereafter, announced a significant proposed acquisition. Initially, Virtas was engaged to prepare and document the purchase price allocation for the consummated acquisition in accordance with ASC 805 and to prepare the related pro forma combined financial information required to be reported in the client’s Form 8-K. When the proposed acquisition was announced, our engagement grew to include drafting the required Form 8-K pro forma financial statements and disclosures, combining the client’s financial information with that of the acquired company and the proposed acquiree.
Tailored Solutions
- Identified critical information flows and developed project timeline to meet reporting deadlines
- Reviewed purchase agreements for both transactions and determined key accounting considerations
- Prepared technical accounting memorandum to support application of ASC 805 and determination of purchase price allocation
- Coordinated with various parties to obtain information necessary to prepare detailed workbooks supporting pro forma financial information included and disclosed within Form 8-K filings
- Drafted required Form 8-K filings including pro forma combined financial information and disclosures
Value to client
- Quick plug-in. Strong understanding of Securities Exchange Commission (SEC) requirements and robust working knowledge of ASC 805 enabled rapid response to meet reporting deadlines.
- Industry specific knowledge to understand the business model, key assets, valuation key assumptions and general practice
- Clear “audit trail” to support numbers reported in Form 8-K filings
Capabilities
- Industry sector knowledge
- Technical accounting expertise
- Understanding audit evidence requirements
- SEC reporting knowledge
- Strong project management skills – work to deadline and engage multiple parties across organization