Q&A: Transaction Advisory Senior at Accounting Firm

My story: nontarget undergrad, nontarget MBA, Big 4 auditor for a few years, recently moved to the transaction advisory division of a mid-tier accounting & professional services firm (think McGladrey, Grant Thornton, BDO) in a mid-size city (think Minneapolis, Cleveland, St. Louis). To be a bit more specific, my work is primarily financial due diligence for private equity firms and corporate development divisions. I'm happy to answer any questions about the value of public accounting, the transition to transaction advisory, differences between audit and transaction advisory, exit ops from audit or transaction advisory, different accounting firms and sizes, the nature of transaction advisory work, how transaction advisory people view those in IB or PE, or anything else in the accounting and M&A realm. I cannot comment on any matters concerning craft brews, crocheting technique, renaissance fairs, Tinder, and equine husbandry. Pretty much anything else is fair game. A caveat: my move to transaction advisory has been relatively recent, and I want to acknowledge that my level of expertise is accordingly low. I think a transaction advisory Q&A will be useful due to the relative lack of abundance of information on WSO, but if anyone has corrections or anything to add to my responses, please feel free to contradict my perspective - I won't be offended. Advice-seekers should also calibrate accordingly.

 

1) I don't think the MBA was necessary; the CPA is far more critical. The majority of the people I work with do not have an MBA. Some people do use the MBA to make a move into TAS, but moving from audit seems to be more common.

2) I was fortunate to be given the opportunity to move within my old Big 4 firm to TAS, but it would have required a move to a larger city, which I didn't want to do. If you want to move within your own firm from audit, try to get staffed on as many M&A-related engagements as possible, and ask for M&A-related responsibilities on your audit teams. If you have a top performance rating and are willing to relocate, an internal move should be pretty easy.

3) As I mentioned above, a big factor for me moving was being able to stay in my current city. I'm very happy with the move I made to a mid-tier firm because the TAS division in my city is relatively young, and it's a bit of an entrepreneurial experience. I also travel less than Big 4 TAS people do, which was a huge plus for me. Absent factors like this (i.e. if career progression is your primary goal), I would always recommend starting with the larger company, as your range of future opportunities will generally be better. If you change your mind, it's also much easier to move downstream in the future that it is to move upstream.

4) I would have preferred to start in TA straight out of college, but only because the experience would have been better. I didn't lose any seniority by doing audit first, then transferring to TAS, although I understand that some transfers are brought in a year under their seniority level in audit.

5) At my firm, all levels of senior have essentially the same level of responsibility, and are doing the "nitty gritty" as well as some of the "management" work. The transactions I work on tend to be small, and the teams are typically 2 - 4 people, so that makes the roles a bit more fluid.

 
  1. I just started in audit at a Big 4 and am potentially interested in changing lines to either due diligence or valuations. How many years of audit do you recommend having before making the move? Any things you should be doing on your job to make life easier when it's time (besides obviously being a rockstar and getting the CPA done)?

  2. What's the best way to sell your audit experiences when making the transition? I know TAS/TS hires some people straight out of school, so how do you differentiate yourself from people who may be coming from better schools, etc. with audit experience?

  3. This one is more about the job. Could you describe what your duties in DD entail? Is it more quantitatively-oriented (i.e. modeling, etc.), qualitative (i.e. writing reports on potential targets and assessing merger synergies/value creation ops) or both? I've heard all sorts of things about DD, so any clarification would be helpful.

  4. Finally, what value do you feel a 3rd party DD team adds that a corp dev/PE firm can't do in-house? I don't mean this as an attack, but rather am curious as to what work accounting firms do that differs from what the an IB would do for a client or a PE team hires people for.

Thanks!

 
Best Response
  1. I would recommend moving as soon as possible. I have heard (but can't verify) that PwC will want you to make senior (3 years) before you move, in most cases. I know people at other firms who have made the move sooner. The best advice I can give is to talk to your official coach/mentor and starting the conversation so you know what your firm expects. Getting an offer from another firm but letting your current firm know you'd prefer to stay is one way to significantly speed up the process.

Things to do now are finish the CPA, put in the time necessary to maintain a top performance rating, get staffed on M&A engagements (spinoffs, etc.), and request to work on M&A-related parts of the audit - goodwill, for example.

  1. I'm not sure you really need to sell your audit experience at all. TAS is a very natural stepping stone from audit, and I think that fact is generally recognized. Focus on being a top performer, and your firm will generally make way for you to do what you want.

  2. TAS is financial due diligence, as opposed to operational or strategic due diligence, which the McKinseys of the world do. I would describe TAS are value-oriented audit - instead of looking at the numbers to check the regulatory boxes, you're digging into the numbers to assess value drivers. There is a lot of judgment involved, as opposed to audit where you do the procedures because the SEC says you have to. You have to have an investor's perspective in order to produce high-value information for your clients, so your job is to be aware of what is driving the valuation, what the competitive forces are that shape the market, who the major customers, suppliers, and competition are - basically, the operational, strategic, and financial (as opposed to accounting) things that an auditor never really needs to consider in depth, but that are of great value to your clients.

There is some light modeling - working capital analyses, EBITDA schedules, etc. There is also a good deal of writing - the report for each project I do turns out to be somewhere between 50 - 100 pages, and I do about a project a month.

  1. A big part of the value is accounting expertise. For example, a CPA is trained to recognize accruals that the target should have made but didn't, while a PE associate often doesn't have the same level of detailed knowledge. Adding that accrual may significantly affect the working capital and EBITDA, both of which will change the deal valuation.

Overall, think of it this way: the PE firm has to be a generalist, able to step back, and synthesize all the moving parts of a company and its environment (accounting, legal, operational/strategic, and valuation) in order to identify the good deals and the right price to pay for those deals in order to win the deals over other PE firms. (Or ID the deals before other PE firms even know they exist.) Their job is to get in the ballpark, and get there quickly with a reasonable degree of accuracy.

The PE firm then sends in the lawyers to do the details on the legal stuff, the bankers to do the details on the valuation, the accountants to do the details on the accounting, and the consultants to do the details on the strategy/operations. The major value is added by the PE generalists, but there is still significant value to add and risk to avoid by bringing in the specialists afterward.

This is a generalization and not entirely true, but hopefully it helps you understand the overall picture.

 

Our process starts with getting familiar with the deal at a very high level - the acquiring company/PE firm, the target, the industry, and the deal terms. We have a template document request list, which we edit based on that high-level understanding. It takes the client a few days to provide the bulk of these requests. We then fill out a databook with trial balances, models, and analyses, writing the report and having follow-up conversations with the target as we go.

So the typical day involves research, request list tracking, conversations with the target and client, various financial analyses, and report writing.

I don't know of anyone personally who made the switch from valuation to TAS - I think its somewhat of a separate skill set, while audit tends to transition nicely into TAS. However, the report writing that valuation guys do is a valuable skill for TAS. Your modeling ability would also be useful, as would the skill of understanding how different factors affect valuation. My office is actually looking for someone with more of the finance/valuation background right now, although its a bit of a unique situation.

Short answer: no, I don't think it's common, but I also don't think it would be impossible. I think the reason it's not common is lack of desire, not lack of fit or ability.

 

Thanks for the write up and thanks in advance for your insight! A few questions:

  1. What's your end goal? Did you make the switch as a stepping stone into the finance world, did you just hate audit, or are you really interested in TAS?

  2. What was the transition process if you were to stay in your firm? Were you offered a rotation, or just a switch into the TAS department immediately? Also, did you have to interview or go through any hoops for the position, or just express your interest and be top rated?

 
  1. Both - I couldn't stand audit, and I wanted to move toward being an investor instead of an accountant. My end goal is unique (and therefore probably personally identifying, so I can't share here - anyone who is interested can PM me), but next steps will probably be moving toward TAS partner, private equity, corporate development, or entrepreneurship.

  2. I expressed that I intended to move to TAS (a vague "I'm interested" probably won't get you anywhere) to my mentor/coach, which was escalated to my partner, who essentially negotiated the position for me. At the point I realized that there simply wasn't a position in my preferred locale, so I didn't go further in the process. I'm not sure if I would have had to go through an interview or not.

I suppose it was politics - I did a good job for the right people, and they went to bat for me. That's probably the "secret" to moving where you want to go in any situation.

I have heard that some firms will offer rotations, so definitely inquire about that if you're interested.

 
  1. My understanding is that valuation tends to be valuing intangible assets for audit teams, or valuations related to disputes, divorces, or other legal matters. Neither of those things seem to relate much to transferring to PE or corpdev, but the valuation skills do transfer nicely to investment banking, which would then lead to the buyside or similar careers. TAS work doesn't seem to me to transfer very nicely to investment banking, despite advice I have seen telling people to use TAS as a stepping stone to banking. I think TAS does do a great job of building the PE skill set, but most large and mid-size PE firms in the U.S. probably won't agree with me on that one. (I've heard things are different internationally.)

See my reply to betaa above about skill transfer from valuation to TAS.

  1. A lot of TAS people seem to stay in TAS, and jump around from firm to firm a bit. Here are the other common exit ops I've seen:

a. Corporate FP&A, doing accounting work related to transactions. b. Corporate development, doing TAS work in a corporate environment. c. MBA to other finance role - IB, PE, ER, etc. d. PE fund, doing financial due diligence - essentially in-house TAS for a larger fund. e. PE fund, as a generalist. This usually happens at the less senior levels, since IB and to a lesser extent consulting tend to be more essential as skillsets in PE.

An important thing to keep in mind is that TAS is definitely a specialization. You have a specific context (acquisitions) and a specific skillset.

 
808:

1. My understanding is that valuation tends to be valuing intangible assets for audit teams, or valuations related to disputes, divorces, or other legal matters. Neither of those things seem to relate much to transferring to PE or corpdev, but the valuation skills do transfer nicely to investment banking, which would then lead to the buyside or similar careers. TAS work doesn't seem to me to transfer very nicely to investment banking, despite advice I have seen telling people to use TAS as a stepping stone to banking. I think TAS does do a great job of building the PE skill set, but most large and mid-size PE firms in the U.S. probably won't agree with me on that one. (I've heard things are different internationally.)

See my reply to betaa above about skill transfer from valuation to TAS.

There seems to be some questions about valuations (I'm also familiar with due diligence due to having a lot of friends who work in TAS/TS). I recently just got out of valuations after doing it for about 3 years. At my old firm specifically there was a large disconnect between the audit teams and the valuation teams. I'm not a Certified User so, didn't know what the rules on doing an AMA were.

Here are some of the following projects I worked on: - Business combinations aka Purchase Price Allocation (when an M&A deal is done intangible assets and goodwill are allocated). - Impairment Testings (testing for goodwill or any other long-lived assets) - Equity Based Compensation (valuation of different classes of stock) - Gift and Estate Tax Planning (Valuations for gift and estate and tax planning and for donations of noncash assets)

Those are the things I can think of off the top of my head.

I have also worked on a couple of fairness opinion/solvency which are functions that overlap with a lot of ibanks.

You can do a quick google search and find more detailed information. But I wanted to give some color to the mysterious world of "valuations" :)

 

808 thank you for your input. I currently work in specialty tax group at a big 4 and need to move. Is a certification required for most firms? Additionally is there any repercussion in voicing a desire in moving to another group to your coach/partner?

 

You have great timing; I was actually looking for this!

My question is similar to Lester Freamon's.

I recently started (6 months) at a boutique CPA firm. I am looking to get into advisory in a mid-sized or big firm. Given your background in big 4 audit, what is your experience with firms hiring accountants from smaller firms? Should I get my CPA and then move to audit, and then to advisory?

I feel I don't really have experience to be taken seriously (2 years in back office, 6 months in public accounting).

Would love to get your insight on this.

Thanks a lot!

 

thanks for sharing. got a similar offer (big 4 advisory) recently. could you please shed light on these:

1) what is the comp difference – audit vs advisory? 2) promotion and exit opps? what's your plan? I understand you don't want details published, just some more light on that. 3) this is not big 4, but still second-tier, so more formalized job vs some non-elite boutique or same flexibility?

 

1) In my experience, advisory is about 20% higher salary, but I honestly don't have a lot of good data points here, so take that with a grain of salt.

2) My end game career goal is unique (and therefore probably personally identifying, so I can't share here - anyone who is interested can PM me), but next steps will probably be moving toward TAS partner, private equity, corporate development, or entrepreneurship. My plan is to do this for at least a few years, and see what opens up.

3) The nature of my job (second-tier) is different in terms of less travel and less formalization, but still pretty similar to what the Big 4 positions do.

 

Figure out which companies are planning a spinoff. These require three years of financial statements for the portion being spun off, so there are usually lots of opportunities to be staffed. Regardless of which engagement you're on, you can always ask for transaction-related work. It may be auditing acquisitions, writing memos on ASC 805, or auditing goodwill.

 

Hey,

I am a student at a big west coast target school and have been trying to wade through careers. I originally had my sights on set on IB but my chances are pretty low given my educational background (I transferred and don't have a lot of experience), so I am thinking about Big 4 and getting my CPA instead.

What do you think the best field would be to go into out of college at the Big 4, as far as exit opps, career growth/trajectory etc....I like things about both audit and tax, but I see there are many more specialized roles like Forensics, or the TAS side that you are on, and I've also been looking at Big 4 Advisory too.

I don't know where I want to end up honestly, but as long as I gain tangible skills, have the possibility of an MBA and have career opps I'd be satisfied.

 

Your best opportunities are going to be on the consulting (advisory) side in divisions like TAS, corporate finance, strategy & ops consulting, etc. The Big 4 are involved in an extremely wide variety of services, so it's hard to answer your question with much detail. You have to figure out for yourself what your ultimate goals are. Once you know that, I can be more helpful with specifics.

 

From above:

"Our process starts with getting familiar with the deal at a very high level - the acquiring company/PE firm, the target, the industry, and the deal terms. We have a template document request list, which we edit based on that high-level understanding. It takes the client a few days to provide the bulk of these requests. We then fill out a databook with trial balances, models, and analyses, writing the report and having follow-up conversations with the target as we go.

So the typical day involves research, request list tracking, conversations with the target and client, various financial analyses, and report writing."

For most projects, we are brought on after the IOI, and exclusivity has typically been established. We're typically on the buyside, and we work with the upper management of the target company (mostly the CFO and Controller, with some conversations with the owner/CEO), the target's investment banker (typically an MD), and the acquiring PE fund or corporation (our client - typically the corporation's CFO or the VP/Principal/MD at the PE fund).

 

808, can you elaborate on the private equity due diligence? What is the process? Is it pretty much the same work day in day out or does it vary based on client/investment? Do you go to client sites or all at the office work? How much exposure do you have to the PE deal details - I'm pretty much asking how much do you actually learn about what PE does?

 

If you're aiming for private equity, investment banking is your best bet, followed by management consulting, but TAS is also a potential entry point. As a general statement, yes, in TAS you do learn a lot about what PE does.

What you do learn: 1) How to have an investor's perspective - thinking about value drivers, risk factors, competitive forces, etc. 2) How deal terms are negotiated. 3) Technical skills - how to calculate and normalize EBITDA, working capital, free cash flow, etc., and understanding what can affect the important metrics. 4) Professionalism/high standards - You're working for a PE VP/Director/MD, so you learn how to meet fairly high expectations.

What you do not learn: 1) How to do a complex lbo model. (This is why banking is a better entryway into PE.) 2) How to do a thorough analysis of the company's competitive position. (This is why consulting is a better entryway into PE.) 3) What it feels like to actually have to make an investing decision. 4) How to source a deal. 5) How to quickly but effectively evaluate sourced deals for value. 6) How to do high-level valuation modeling, risk analysis, value assessments, etc. 7) How to manage or improve a company after buying it as a PE investor. (Though to some extent, you do learn good ways and bad ways to run a company.) 8) Leverage and financial engineering.

 

Why didn't you move to ER/IB right away, instead of putting in your 2 years and transferring to TAS? I feel this would be a quicker route to your end goal, while also separating yourself from being pigeonholed as an accountant…and even have less risk as moving internally and externally to TAS is rather difficult and tedious.

Also, why didn't you transfer internally to TAS?

And lastly, what are some things a first year can do to begin to move along this path? I feel they don't take me seriously when I express my interest into valuations/acquisitions/IPO's/etc and I have consistently got the answer of "wait 2 years and then start showing your interest"...

 

1) I think ER would have been an even more indirect route, and IB isn't really an option for the market I'm in. There are only a few jobs, and they tend to be taken by experienced lateral transfers from IB in larger markets. 2) See above for why I didn't transfer internally. 3) The reason you're hearing this is that you need some glowing performance reviews in order to make the transfer. It's pretty hard to get top performance reviews for the first half of your first year, so you probably need two years to accumulate the reviews you need. For the time being, assuming you're a first year auditor at a Big 4 firm, request to be put on spinoff/IPO/other M&A engagements. Once you've accumulated two top performance reviews, you should be able to make the move. If that's before two years, or if you continue to not be taken seriously, reach out to other firms to express your interest, and come back to your current firm with an offer.

 

Thanks for all the info! Im also wondering what the seasonality of PE audit is. Do you have up and down tj times? What do you do during your down time? Are you able to work with other TAS groups during that time? Thanks

 

August is typically a slow month, since people aim to wrap up acquisitions and hold off on initiating new ones in order to work around vacations. Late December/early January is also relatively slow, for the same reason. Other than that, it really depends on timing. There may be weeks with little work to do, then suddenly five projects start at once. Things are much less predictable than audit.

During what little down time I have had so far, I've done business development work, doing market research, going to networking events, etc. I will frequently work with TAS groups in other offices to help manage the workload variability, but not with other transaction-related groups (valuation, post-merger integration, etc.).

 

How does the targeted networking start?

I work in a forensic accounting based research firm and we get asked to do some of these and we may launch a new business to do just that, hence my business development questions.

Thanks again

WSO Vice President, Data @JustinDDuBois
 

We aren't doing anything fancy - just compiling lists of potential clients using Pitchbook, LinkedIn, and other online sources, checking for existing relationships that our firm might already have with them, and reaching out directly if there are no such relationships. We start by inviting them to firm-sponsored networking events, grabbing coffee, going to a ball game, etc. It's really a huge advantage to be starting up a division inside a gigantic, established firm with tons of existing relationships. A lot of it is just telling existing clients, "By the way, we do TAS now" over lunch.

 

1) No one has asked about hours? How do they compare to big 4 audit?

2) Do you feel more challenged/fulfilled than in audit?

3) You mentioned less travel than big 4 TAS, what % would you say? Do return on the weekends?

4) How much are the partners/senior managers working? Over here in big 4 audit, no one wants to stay because they see the higher ups working just as many hours as the seniors. Is this any different in mid tier TAS?

5) Any books or resources that would help fill the technical gaps between audit and TAS? I doubt something like a valuations book would be necessary, but maybe a select set of models to look at?

Thanks for doing this.

 

1) I've found the hours to be pretty comparable in terms of quantity. The big difference to me is that it is less predictable than audit (which is one of the few negatives that come with moving to TAS), but less sustained (which is a huge positive). You don't have to give up your life from January through April like in audit.

2) Definitely. To me, audit felt meaningless because you're essentially a robot checking the boxes that the SEC tells you to check. You're not really doing much good (only 1% of discovered frauds are caused by external auditors, and if a company wants someone to make helpful suggestions about control processes and correct accounting, it's much cheaper to hire a talented internal auditor). Your job is basically to be a nuisance to your clients, and that is every bit as fulfilling as it sounds.

In TAS, everything is value-based. If something isn't adding value (i.e. doing something your client appreciates), you stop doing it. Everything you do has a direct impact on the deal price, and clients are very appreciative. Also, since you are no longer spending hours on end checking meaningless boxes, you are freed up to challenge yourself and learn new things to increase the value you're adding.

There are a thousand other reasons, but in short - definitely!

3) Our goal is for seniors to do the equivalent of 10 full projects a year, and the average project requires about half a week on location at the target company. So travel is less than 20%. I doubt I'll ever have to be out of town on a weekend.

4) That pretty much seems to be the standard for professional services, but I think it is a bit different in any service line in a mid tier firm, as many people move from Big 4 firms to mid tier to get better work-life balance. In client service, you have to go the extra mile to meet or exceed your client's needs, but there is less of the "work all the time" foolishness. A lot of mid tier people are smart enough to realize that you will accomplish more working 50 hours a week than 100 hours a week, so things do seems to be better in that respect.

5) My number one recommendation would be WSO's private equity guide. (I don't get any commission, FYI.) It is the best resource I've found to help you understand your client's perspective, and the lbo models are great for teaching you how things affect the target valuation, EBITDA, etc. Brushing up on EBITDA, free cash flow, and working capital is the main thing for bridging the gap between audit knowledge and what you need to know starting out in TAS.

 

How involved do you get with the private equity clients' models? Do you run through the assumptions with your own models? How do you value the PE investment, do you always use an options pricing model or do you also use classical DCF/comps approach as well? Thanks

 
  1. I have seen people move from credit risk, but not from BO. Since BO is such a wide category, if you let me know if you're interested in one in particular, I can probably provide some insight. The MBA/CPA aren't essential as long as you have the necessary skills, but they are both valuable. Everyone I know who came from that background is now studying for the CPA while working in TAS.

  2. It depends on which BO role you're coming from, your seniority level, and the interviewer. In terms of technicals, be ready for questions on general financial statements and accounting, EBITDA, working capital, and basic valuation. Most of the interview will probably be going over your resume if you're an experienced hire, but I would be ready for some behavioral questions also.

 

The requirements to sit for the exam vary by state, but yes many require 150 credits now. If you do not have the credits, you may need to get a 1 year masters, or just take additional classes online. You may also be able to substitute years of experience for credits. How each state approaches this is slightly different.

For example, in NYS, you can sit for the exam with 120 credits, but even if you pass, you will not become an official CPA until you get 150 credits. NYS is also very specific that 33 of those 150 credits are accounting classes. They even tell you that of the 33 credits, they have to cover topics such as research, ethics, etc. Not all states are that rigid on the requirements though.

Definitely worth doing some digging or asking public accounting people in your state. They should all know that information like the back of their hand.

 

Not sure if this AMA is still going on but, as an incoming associate at the Big 4, which industry should I focus on if I want to potentially move to TAS in the future? Which industry should I avoid?

 

Not sure if this AMA is still going on but, as an incoming associate at the Big 4, which industry should I focus on if I want to potentially move to TAS in the future? Which industry should I avoid?

 

Not sure if this AMA is still going on but, as an incoming associate at the Big 4, which industry should I focus on if I want to potentially move to TAS in the future? Which industry should I avoid?

 

Not sure if this AMA is still going on but, as an incoming associate at the Big 4, which industry should I focus on if I want to potentially move to TAS in the future? Which industry should I avoid?

 

Not sure if this AMA is still going on but, as an incoming associate at the Big 4, which industry should I focus on if I want to potentially move to TAS in the future? Which industry should I avoid?

 

Not sure if this AMA is still going on but, as an incoming associate at the Big 4, which industry should I focus on if I want to potentially move to TAS in the future? Which industry should I avoid?

 
Funniest
Pilly:

Not sure if this AMA is still going on but, as an incoming associate at the Big 4, which industry should I focus on if I want to potentially move to TAS in the future? Which industry should I avoid?

What was that question again?

 

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