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During all stages of the deal - merger, acquisition, restructuring, divestiture or in a crisis situation - we consider the tax aspects of your transaction to protect deal value, allow for efficient execution and unlock tax synergies in your business.
Our team of Deals Tax specialists has extensive experience in local and cross border M&A transactions including tax structuring, (vendor) due diligence assignments for both corporate and private equity clients, SPA negotiations, implementation and day 1-readiness.
We form part of the wider Deals Community and Tax Community within PwC. Due to our close relation we always aspire an integrated approach in performing our services. This means that we will not merely focus on tax-related topics and a simple application of the law and regulations, but will oversee the entire deal context and call upon specialists within PwC where deemed required. PwC’s uniquely different integrated service provides you with a single trusted adviser to guide you end to end through the complexities of completing a transaction.
Webcasts
Within the State of Tax webcasts series we will update you with all recent developments around deals and M&A. Please sign up via our event page.
M&A is key to corporate recovery strategy - Look back or download the presentation on the webcast page.
How best to lock in tax value in a deal - Look back or download the presentation on the webcast page.
Post Covid (tax) value drivers of M&A - Look back or download the presentation on the webcast page.
Explore our Deals Tax services
- Preparing for a deal
- Identify and manage tax risks
- Tax structuring
- Efficient execution
- Enhance and protect deal value
- Fund structuring
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.
Tax structuring
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.
Efficient execution
SPA
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.
Fund structuring
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.
Our value creation approach helps you to unlock tax synergies, eliminate unnecessary tax leakages and establishing a framework that ensures compliance with domestic and international tax requirements.
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Our approach to Value Creation in Deals
We use data analytics in our core Deals Tax offering to gain objective data insights through understanding and ability to predict a target business’ tax position.
Tech enabled
In today's data enabled world we are using data analytics and modelling applications to evaluate targets and provide you with deeper and richer insights. We are embedding data analytics in our core Deals Tax offering to gain objective data insights through understanding and ability to predict target’s tax position.
The Power of Data Analytics
Tax specialists that have an insight into past and present figures can use modelling tools to create a dynamic forecast for the future. Scenario analysis is one of the most important elements in the strategic decision-making process. Traditionally, this involves using MS Excel. To take the next step in scenario analysis, we have developed our own digital solution where the knowledge of our various specialists has been bundled.
Our Financial Drawing Board offers you a blank canvas, where you can literally ‘draw’ your current financial and fiscal situation. This can be the starting point for a journey through time, involving the various changes in your organisation or forecast of your figures.
PwC uses high-end tools such as Payroll Tax Data Analytics Tool and VAT Insights to gain insight in effectiveness of your administration and assess potential improvements going forward or STRATA to assess and forecast the tax and value impact of operating model scenarios. More on Data Analytics.
Global PwC Deals Network
- The Dutch deals tax team consists of an experienced local team who draws upon the PwC Deals Global Network of more than 1,700 professionals across 60 countries.
- Our global network provides immediate and effective connectivity for buyers and sellers.
- We are a trusted global name with deeper global connectivity than anyone.
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