Where are you located? If you are in sv, there are quite a few folks who deal with this kinda stuff on a daily basis. I would definitely take help from them. Even if the acq is small amount, most of them do help you verbally on a good faith basis for repeated business from you.
If you have specific names of advisors who have dealt with this particular problem, please share them!
The usual suspects (highly regarded startup attorneys, startup CPAs) have been helpful in analyzing the situation but I haven't found any who has experience with the problem at hand, and I'd rather not be a pioneer here.
Yes, we've signed an LOI; the transaction is imminent.
Have you received the LOI yet? http://en.wikipedia.org/wiki/Letter_of_intent Good luck.