1. PPE and Intangible write-ups lead to additional future D&A expense, thus lower future cash flow2. Using Equity as consideration will lead to more Acquirer outstanding shares, and potentially more Earnings dilution3. Revenue synergies could lead to higher Pro forma EPS, in contrast to Cost synergies, which typically lead to higher future D&A and lower future EPS4. Additional Goodwill created in an Acquisition transaction typically creates more future cash flow, because its future annual amortization leads to lower cash taxes5. Deal Fees (advisory, legal, etc.) are expensed immediately, while Financing fees are amortized over the term of the new debt1 and 23 and 44 and 51,3, and 41,3, and 5