Mergers & acquisitions (M&A)

We can help you with the groundwork of preparing for a deal, focusing on maximising the sale value by managing the various aspects of the divestiture process up front. We can do that by:

• Evaluating the tax implications of carve-outs, spin-offs and IPOs, to  enhance planning, preparation and positioning.
• Mapping the future operating model of the business, so you can present a clear vision of how the stand-alone business will run.
• Preparing a tax vendor due diligence report, a tax vendor assistance report or a tax factbook - to reflect the status of the business to be sold and make the sale process quicker and easier.
• Work with you to critically assess tax and structural opportunities to enhance deal value.
• Helping you meet your tax compliance and reporting requirements.

Whether you’re a corporate or financial buyer, PwC's specialist M&A Tax teams can provide insights and clarity on the tax position of the target business. We do this by:

• Assessing the tax profile of the target business, including its compliance position, tax attributes and overall operating model.
• Spotting potential tax risks and opportunities.
• Advising on the impact of the deal and negotiating strategies.

Accessing deal value can hinge on having an efficient, sustainable operating structure. Your structure should align the requirements of day to day business operations, financing and future flexibility. We help to do this by:

• Putting the right structure in place to help you complete the transaction efficiently.
• Facilitating a flexible platform for the ongoing operation of the business, enabling future acquisitions, debt servicing, returns to shareholders and a potential future exit.
• Preparing the step-by-step process for completing the transaction.
• Evaluating and looking at options for the transfer pricing framework.
• Structuring incentives for employees.

In any transaction, the Sale and Purchase Agreement (SPA) represents the outcome of key commercial and pricing negotiations. Both purchasers and sellers are becoming increasingly sophisticated when it comes to realizing the potential value they can gain by carefully negotiating and executing the SPA. PwC can be on hand to guide you through the negotiations, advise on the tax implications and help you to maximise the value from the SPA. We can do this by:

• Advising on any tax adjustments that need to be made to the pricing between Enterprise Value and Equity Value.
• Negotiating the tax aspects of the SPA. This includes pricing considerations, relevant representations, warranties, indemnities or any other tax related clause in the SPA. If we’ve identified any tax risks related to adjusting the purchase price during the due diligence phase, we can also help you to negotiate any dispute resolution mechanisms if they’re needed.
• Insurance of tax risks.

The tax profile is one of the most important factors that influences how a fund is structured. PwC can help you consider the tax impact of your fund structure and identify the different options for your underlying investments. Understanding the tax implications for your investors and the impact on your carried interest/co-investment plans allows you to make better, more informed decisions. We can help with:

• Tax aspects of the overall fund structure.
• The potential impact of investing in the funds for limited partners.
• Personal tax implications for the executives involved in the day to day managing of the fund.

A restructuring often involves a number of different stakeholders and can present challenges that go beyond the usual M&A environment. PwC can help you respond to these different demands in a coordinated way through:

• Offering advice on managing the tax consequences for borrowers.
• Supporting lenders to create an efficient restructuring package that allows the business to recover.
• Maintaining tax attributes when the controlling parties of a company may change.
• Managing the tax cash flows to help working capital and liquidity requirements.
• Assisting with compliance issues during the post-restructuring period including corporate, indirect and employee tax issues.
• Realigning your managers’ personal tax interests with the wider business and its lenders.