Preparing for a deal
Divestment and carve-out
To effectively plan a business sale and quickly return to re-focusing on your daily business, we can assist you in the tax aspects of the sales process.
- Tax consequences of carve-outs, spin-offs and IPOs to plan, prepare and position a business for sale.
- Prepare a tax vendor due diligence report, a tax vendor assistance report or a tax fact book to position the business to be sold.
- Meet tax compliance and reporting requirements.
- Reduce the tax cost for the seller while protecting tax attributes for the benefit of potential buyers, helping to enhance value.
Identify and manage tax risks
(Vendor) due diligence
Our team of Deals Tax specialists performs due diligence services for potential corporate or private equity buyers, businesses with the intention to divest or credit providers. This provides insight and clarity in the tax position of the target business.
- Assess the tax profile of the target business.
- Quantify potential tax risks and opportunities.
- Advice on deal impact and negotiation strategies.
We assist companies to align their transaction structure and operating model with a changing fiscal landscape to recognise the value drivers’ contribution and growth strategy, as well as the benefits that come with effectively managing risk, focusing on:
- tax consequences of transaction and/or (re)financing steps;
- creating a flexible platform for potential reinvestment, future acquisitions, debt repayment or return to shareholders and exit;
- detail a new transfer pricing framework;
- mechanics to service interest and debt repayment out of operational cash flows;
- transaction costs.
In any transaction, the Sale and Purchase Agreement (SPA) represents the outcome of key commercial and pricing negotiations. Purchasers and sellers are becoming increasingly sophisticated in seeking to exploit the potential value to be gained through the negotiation and execution of the SPA. We offer:
- support at all stages of a transaction from pre-deal work through to post-completion support;
- advise on tax adjustments to be made between Enterprise Value and Equity Value;
- advise in your negotiations of the tax aspects of the SPA such as commentary on the pricing mechanism, relevant representations and warranties, any other tax related clauses of the SPA and any dispute resolution mechanisms related to the purchase price adjustment to mitigate tax risks indentified during the due diligence phase.
Enhance and protect deal value
Implementation & 100 days planning
Identifying and defining value creating and protecting tax matters starts while evaluating and negotiating a transaction, implementing and taking control after you signed and closed the deal.
- Setting up a 100 days plan to successfully implement acquisition and financing structure.
- Detailing governance, reporting and compliance framework and cleaning up diligence matters to help you to quickly take control of your renewed tax position and effectively manage risk.
- Implement appropriate operating model and EBITDA allocation and leverage tax attributes for the target business.
What tax impact does your envisaged fund structure have? We help you with the different choices when deciding how the fund will invest both in terms of the tax position of your investors as to the impact on your carried interest / co-investment plans.
Support in acquisitions, financial restructurings, bolt-on acquisitions and exit strategies.
Offer the best long distance structure, by taking business goals into account and bring it into balance with the relevant considerations for audit, tax, regulation, legal and commerce.
For further information, we refer to the specific fund structuring webpage.