Recapitalization Advisory

A 409A valuation determines the fair market value (FMV) of a private company’s common stock. It is required under Section 409A of the Internal Revenue Code and is essential for setting the exercise price of stock options granted to employees, advisors, and service providers.

By establishing FMV, a 409A valuation ensures your equity compensation plans are IRS-compliant and defensible.

A 409A valuation is legally required when issuing stock options in a private company. Without it, your company risks:

• IRS penalties for discounted stock options
• Immediate income recognition and tax liabilities for employees
• Exposure to interest and additional taxes under Section 409A

An independent valuation provides a “safe harbor”—protecting both your company and your team from adverse tax consequences.

You should obtain a 409A valuation from a qualified, independent valuation firm with expertise in startup and private company equity.

Whitehawk Advisory specializes in 409A valuations, combining IRS-compliant methodologies with a deep understanding of early-stage and growth-stage companies.

Using an experienced valuation firm like Whitehawk ensures:

• Full compliance with IRS, AICPA, and USPAP standards
• A valuation that stands up to audit scrutiny and due diligence
• Objective, supportable analysis from credentialed professionals
• Peace of mind for founders, CFOs, boards, and investors

Our valuations deliver more than compliance—they offer clarity and credibility.

You should update your 409A valuation at least every 12 months and after any material event, such as:

• New funding round
• Secondary sale of stock
• Acquisition discussions
• Major changes in revenue, profitability, or business model

Staying current reduces audit risks and keeps your option grants on solid ground.

Get your first 409A valuation before granting your first stock options. This typically occurs:

• After your first priced funding round
• When formalizing an employee equity plan
• If you’re planning to issue options to early employees or advisors

Early valuations set the stage for compliant equity compensation and avoid retroactive tax exposure.

409A valuations typically rely on one or more of the following standard valuation approaches:

• Market Approach – Uses comparable company data and recent transactions
• Income Approach – Projects future cash flows and discounts them to present value
• Cost Approach – Assesses the company’s net assets or replacement costs

We select the most appropriate combination of methods based on your company’s stage, industry, and capitalization.

To conduct your 409A valuation, we typically request:

• 3 years of historical financials (or projections for early-stage startups)
• Cap table and equity agreements
• Pitch deck, investor term sheets, or recent funding documents
• Product roadmap or business model overview
• Details on significant contracts, partnerships, or IP

We tailor the request list to your company’s size and stage—and we’re here to guide you through it.

A gift or estate tax valuation determines the fair market value (FMV) of private business interests or other assets transferred as part of a gift or inheritance. These valuations are typically used for IRS Form 709 (Gift Tax Return) and Form 706 (Estate Tax Return) to ensure compliance and accurate reporting.

The IRS requires a qualified appraisal when:

• You gift business interests, shares, or real property above exemption thresholds
• You’re settling an estate that includes privately held assets
• You're transferring ownership through trusts or family entities (e.g., FLPs, LLCs)

Accurate valuation ensures:

• Compliance with IRS regulations
• Proper allocation of the lifetime gift and estate tax exemption
• Minimization of audit risk and potential penalties

Gift and estate tax valuations are commonly required for:

• Closely held business interests (corporations, LLCs, partnerships)
• Family limited partnerships (FLPs)
• Minority or non-controlling ownership interests
• Fractional real estate or investment holdings
• Assets held in trusts or passed through a will

These assets often lack a public market, so a valuation is essential to establish defensible FMV.

You may need a valuation if you are:

• Gifting shares of a family or private business
• Transferring ownership to heirs, trusts, or a spouse
• Settling an estate with illiquid assets
• Working with an estate planning attorney or tax advisor
• Concerned about IRS audit exposure

Business owners, high-net-worth individuals, and estate executors are most commonly involved in these scenarios.

The IRS requires valuations to be conducted by a “qualified appraiser”—a professional with:

• Formal valuation credentials (e.g., CVA, ASA)
• Relevant experience with similar assets
• Independence from the parties involved

Whitehawk Advisory meets these standards and brings decades of expertise and over 400+ valuations completed for a diverse range of objectives.

Gift and estate tax valuations typically rely on one or more of the following standard valuation approaches:

• Market Approach – Uses comparable company data and recent transactions
• Income Approach – Projects future cash flows and discounts them to present value
• Cost Approach – Assesses the company’s net assets or replacement costs

We select the most appropriate combination of methods based on your gift or estate tax situation.

To conduct a defensible valuation, we typically request:

• 3–5 years of business financials or tax returns
• Cap table or ownership breakdown
• Organizational documents for the business
• Buy-sell agreements (if applicable)
• Recent appraisals, transaction history, or partnership agreements

We provide a tailored request list based on your estate or gifting structure.

Exit planning is the strategic process of preparing a business for a successful transition—whether through a sale, merger, internal succession, or recapitalization. It involves aligning financial, operational, and personal goals to maximize business value, reduce risk, and ensure a smooth transition for owners and stakeholders.

Without a well-structured exit plan, business owners risk:

• Leaving money on the table at exit
• Facing tax inefficiencies or legal complications
• Experiencing delays or failed transactions
• Disrupting operations, employees, or customers during transition
• With expert planning, you can increase valuation, minimize taxes, and exit on your terms.

If you own a business and plan to exit within the next several years, you should start planning now. Common scenarios include:

• Retirement or semi-retirement
• Sale to private equity or strategic buyers
• Succession to family or key employees
• Partner buyout or shareholder transition
• Unsolicited offers from third parties

Exit planning is essential whether your timeline is 6 months or 3 years.

Our exit planning process typically includes:

• Business valuation and readiness assessment
• Value enhancement planning (profitability, processes, risk)
• Succession or transaction strategy development
• Tax and legal structure review
• Collaboration with legal, tax, and M&A advisors

We tailor each engagement based on your goals and exit horizon.

Exit planning is most effective when started 2 to 5 years before an exit, allowing time to:

• Improve value drivers
• Optimize financials
• Mitigate operational or legal risks
• Position the business for buyer interest

However, if your timeline is shorter, we can accelerate the process with focused readiness assessments and deal preparation.

Valuation is the foundation of any exit plan. Knowing what your business is worth—and why—allows you to:

• Set realistic goals
• Understand value gaps and opportunities
• Evaluate buyer offers with confidence
• Benchmark progress as you prepare to sell

We provide valuations that reflect current market conditions and support strategic decision-making.

Exit planning is the preparation—a proactive process that strengthens your business and personal outcomes.

Selling a business is the transaction—usually the final step. Exit planning positions you to:

• Exit on your timeline, not someone else’s
• Maximize after-tax proceeds
• Protect your legacy and team
• Avoid costly surprises during due diligence

The earlier you plan, the stronger your exit.

Whitehawk Advisory works with owners in a variety of sectors, including:

• Technology and SaaS
• Healthcare Services and Technology
• Oil and Gas
• Manufacturing and Industrials
• Consumer Products and Distribution

We understand how value is created and measured across different industries—and how buyers evaluate each.

Whitehawk Advisory offers a rare combination of:

• Valuation expertise, with 400+ engagements completed
• M&A experience, with $550M in deal value across 4 continents
• Strategic insight, tailored to your personal, financial, and business goals

Led by Managing Director Alex Klingelberger, a veteran investment banker and Certified Valuation Analyst, we help you take control of your business transition and walk away with confidence and clarity.

A litigation support valuation is a formal, defensible business or asset valuation used in legal matters where financial value is in dispute. These engagements often involve:

• Shareholder or partnership disputes
• Marital dissolution (divorce)
• Business damages or lost profits claims
• Estate or fiduciary litigation
• Fraud, insolvency, or breach of contract cases

These valuations are prepared to withstand legal scrutiny and often include expert witness testimony.

You may need a litigation valuation when:

• Ownership value is contested, such as in buyouts or partnership disputes
• You’re dividing business interests in a divorce or estate settlement
• A party claims economic damages or lost business value
• A court or arbitrator requires an independent expert appraisal
• You're involved in a business interruption or contract dispute

An objective valuation can be central to the outcome of a legal case.

Litigation valuations require:

• Heightened documentation and defensibility
• Adherence to legal evidentiary standards (e.g., Daubert or Frye)
• Detailed support for assumptions, methods, and conclusions
• The ability to testify as an expert witness, if needed
• Clarity in communicating complex financial issues to non-technical audiences

With decades of experience, Whitehawk builds valuations that can stand in court.

We frequently address valuation issues such as:

• Fair market value vs. fair value disputes
• Discounts for lack of control or marketability
• Valuation date conflicts or retrospective valuations
• Personal vs. enterprise goodwill separation
• Economic damages based on lost profits or business interruption

Each case is different—we tailor our analysis to the legal and financial context of your matter.

Depending on the matter, we may need:

• Financial statements or tax returns
• Operating agreements or shareholder contracts
• Emails, contracts, or correspondence related to the dispute
• Expert reports from the opposing side
• Any court filings, discovery materials, or interrogatories

We coordinate closely with counsel to gather and interpret relevant documents.

Whitehawk Advisory brings depth, credibility, and clarity to high-stakes litigation. Our clients rely on us for:

• Defensible, court-ready valuation reports
• Expert witness capabilities from Alex Klingelberger, a veteran advisor with more than 400 valuation engagements
• Experience working alongside attorneys in shareholder disputes, divorce litigation, and economic damages claims
• Independence, responsiveness, and a focus on both detail and communication

When litigation puts value on the line, we make sure your position is backed by expertise that stands up—on the record and under cross-examination.

A purchase price allocation (PPA) valuation determines how the total purchase price of an acquired business is allocated across its tangible and intangible assets, liabilities, and goodwill. It’s a financial reporting requirement under ASC 805 (formerly SFAS 141R) in U.S. GAAP.

This valuation is typically required for accounting and audit purposes immediately following a business acquisition.

After an acquisition, U.S. accounting standards require companies to:

• Identify and value all acquired assets and assumed liabilities
• Allocate the purchase consideration accordingly
• Recognize any residual goodwill on the balance sheet

Failing to complete a compliant PPA can lead to:

• Audit issues or financial restatements
• Delays in integration and reporting
• IRS or SEC scrutiny in certain situations

A PPA ensures transparency and alignment with GAAP and auditor expectations.

A PPA valuation is required when:

• You’ve completed a merger or acquisition
• Your company needs to issue financial statements under GAAP
• The acquired business includes significant intangible assets
• You’re preparing for a post-acquisition audit or consolidation

Valuations are typically performed within 12 months of the transaction date, but often completed within the first quarter post-close.

Assets and liabilities commonly identified and valued include:

• Tangible assets: inventory, real estate, equipment
• Intangible assets: customer relationships, trade names, technology, non-compete agreements
• Assumed liabilities: contingent liabilities, legal exposures
• Goodwill: the excess of purchase price over net identifiable assets

We work with your team and auditors to identify, quantify, and document all required elements.

To complete a PPA engagement, we generally require:

• Purchase agreement and closing statements
• Pre- and post-close financials
• Organizational and legal structure
• Capitalized and working capital details
• Asset listings and IP documentation
• Projections, customer data, and other relevant operational info

We’ll provide a tailored checklist to streamline the process.

Whitehawk Advisory delivers accurate, audit-ready PPA valuations that meet ASC 805 requirements and hold up under scrutiny. Clients choose us for:

• Deep experience in post-M&A valuation
• Full alignment with GAAP, AICPA, and audit firm standards
• Intangible asset expertise across industries
• Fast, responsive turnaround for transaction timelines
• Collaborative, low-friction engagements with your finance team

Led by Managing Director Alex Klingelberger, who has supported $550M in transaction value and completed over 400 valuations, we help you meet reporting requirements while capturing the full picture of the value you’ve acquired.