December 15, 2017 - ARM/RCM Issue:
Middle-Market M&A:  The New Tax Bill Could Drive Big Changes to Deals
By: David Hall, PWC
The Tax Cut s and Jobs Act bill (HR 1 or the House Bill) approved November 9 by the House Ways and Means Committee could alter the course of mergers, acquisitions and other deals, based on our initial analysis. On the same day, the Senate released a version of the bill (the Senate Bill) that is still a work in progress and expected to change over the next week or so during the markup process.

News You Can Use
Financial Readiness - The Foundation for Long-Term, Healthy Growth 
By:  Nora Zhou 
"Private companies are staying private longer," said Charlie Young, an EVP at Ipreo, in his report "Act Public, Stay Private: Best Practices for Private Companies."

Founders and CEOs are keeping their business private because it is cheaper and easier to do so in today 's market. But it doesn't mean that IPO is dead. In fact, according to Charlie, IPO still remains a critical milestone in the the life of a company; it brings in fresh shareholders, additional capital, and returns for those private markets investors that have been with the company since its formation.

Six Key Areas of Definitive Agreements that Can Translate into Loss of Economics to Seller
By:  Tom Edens 
  1. Indemnity Escrow Amount - A portion of the purchase price that is held in escrow post-close to satisfy breaches of reps & warranties.
  2. Indemnity Escrow Period - Period of time the Escrow is held before being released to Selling Shareholders.
  3. Rep & Warranties Period - The survival period after Closing when the Acquirer can make a claim - common range is 12-18 months.
  4. Carve Outs to Survival - Certain Reps & Warranties are usually specified and extended for a longer period of time than the general survival period.
  5. Indemnity Basket - A deductible-type dollar amount which must be exceeded before a claim against the Escrow can be made.
  6. Indemnity Cap - The maximum amount of liability that the Seller has exposure to post-close.

ARM/RCM - Recent Industry Transactions
Target Description 
Oct 2017
Great Lakes Educational Loan Services 
Student loan serving company  
Oct 2017
Earnst Inc.   
Financial technology and education finance company 

About Us  

Marion Financial Corp. is a merger and acquisition advisory firm based in Houston, Texas.  Marion Financial has had an industry focus in the Accounts Receivable Management (ARM) and Revenue Cycle Management (RCM) sectors since 1995.

Tom Edens


713-988-8000 ext.11

Marisa Fiorito

Director - Financial Analysis

713-988-8000 ext.14 


M&A Transactions and settlements offered through McLean Securities, LLC, member FINRA/SIPC.