Case Study
WilliamsMarston Clears the Way for Divestiture’s Timely Stand-Alone Financial Statements
Discover how WM assembled carve-out financial statements for a $4 billion multinational public company’s $200 million business.
The Challenge
Limited capacity, elaborate operations and an unyielding deadline made the delivery of carve-out financial statements an endeavor.
When a $4 billion multinational public company with an already stretched team needed a set of carve-out financial statements for one of its $200 million businesses, the task was far from straightforward. The carve-out business had never operated on a stand-alone basis, had international operations and a defined benefit pension plan, and its treasury operations were commingled with the parent company.
To complicate matters further, the acquirer’s Form 8-K required two years of audited and most recent unaudited comparative interim financial statements to be filed within 75 days of closing the deal. The Form 8-K also required a pro forma P&L for the most recent full year and interim period, as well as a pro forma balance sheet.
All in all, the company needed guidance.
The Solution
WM arrived on-site, working collaboratively with the auditors and sellers to meet financial statement deadlines, as well as support the acquirer with the filing of its Form 8-K.
WM worked on-site at the seller’s headquarters to support the preparation of the audited annual and unaudited interim financial statements.
Analyzing the parent’s corporate expenses, WM developed and documented a methodology to allocate expenses to the carve-out business. The team also assessed the parent company’s stock-based compensation (SBC) and identified the allocation of SBC expense to the carve-out entity, including a detailed footnote.
WM developed subsidiary-level cash flow statements in functional currency and combined them into a USD financial statement cash flow. Next, the team developed an audit-ready consolidation and cross-walk from the parent’s records to the carve-out entity’s stand-alone financial statements.
In addition to supporting the sellers, the WM team also supported the acquirer in the preparation of the Form 8-K including the pro forma financial statements.
The Result
With the required financial statements issued, the acquirer’s continued regulatory compliance and on-going access to the capital markets was ensured.
WM facilitated the successful issuance of the audited stand-alone financial statements and assisted the acquirer with filing its Form 8-K, well before its deadline, safeguarding the acquirer’s continued compliance with SEC regulations and ongoing access to the capital markets.
THE TEAM RESPONSIBLE
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Meet the Entire TeamLanden C. Williams
Managing Partner
Landen C. Williams
Managing Partner
Landen brings over 20 years of consulting and executive management experience to WilliamsMarston. Prior to WilliamsMarston, he was a Managing Director in the Accounting Advisory Services practice at KPMG LLP where he advised Fortune 100 companies on the accounting and reporting for mergers, acquisitions, divestitures, restatements, revenue recognition and other complex transactions. He was also one of the firm’s leaders on the new revenue recognition standard; frequently speaking to clients and industry groups on the new standard.
Prior to KPMG, Landen was a Managing Director in the Financial Restructuring practice of FTI Consulting, Inc. where he advised distressed companies on restructuring strategies, liquidity and cash management, and cash flow modeling. Landen started his career in the Audit and Advisory practices of PricewaterhouseCoopers LLP where he rose to the level of Manager. While at PricewaterhouseCoopers LLP, his clients included large SEC registrants in the technology, software and life sciences industries.
Throughout his career, Landen has advised senior management and board members of private and public companies on the accounting and reporting for complex transactions and restructuring. His broad industry experience includes biotechnology, pharmaceuticals, software, technology, telecommunications, manufacturing and financial services. Landen is a Chartered Financial Analyst (CFA) and holds a Bachelor of Science in Business Administration degree from Boston College with concentrations in accounting and finance.
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