Deal Structure for Mergers and Acquisitions 2024-25

Overview

Tax-focused discussion on changes in the transaction structure of merger and acquisition (M&A) deals can significantly impact after-tax cash flows. Gain a significant competitive advantage by understanding how taxes affect M&A and divestiture transaction structures. Further, examine the mechanics of M&A deals; the structures of taxable assets and stock acquisitions; triangular and reverse triangular mergers; practical issues in structuring and pricing; types of tax-free reorganizations; tax planning for divestitures; and key elements of purchase and sale documents. Plus, dive into a complex case study and a couple of different approaches to the net tax cash flow for an S corporate deal. Updated for new tax Reform and impact on M&A deals.

Highlights

•  Mechanics and timelines of M&A deals
•  Structures of taxable asset acquisitions and stock acquisitions
•  Triangular and reverse triangular mergers
•  Structuring and pricing an acquisition
•  Tax-free reorganizations
•  Tax planning for divestitures
•  Key sections of purchase and sale documents
•  Case studies with schedules
•  Tax return forms and elections to be aware of

Prerequisites

General understanding of ordinary income and capital gain taxation as well as general knowledge of C and S cooperate structures in addition to partnerships.

Objectives

•  Determine the types of taxable acquisitions of C and S corps
•  Recognize the types of tax-free acquisitions of C corps and the requirements for tax-free treatment
•  Identify differences between the taxable sale of S and C corps
•  Recognize various types of taxable and tax-free divestiture methods, including equity carve-outs, spin-offs and tracking stocks
•  Determine the effect of the acquisition structure on the target firm's tax attributes
•  Identify key sections of purchase and sale documents
•  Outline necessary steps to complete a complex sample S corporate deal, including schedules
•  Identify approaches to calculating net tax cash flow
•  Discuss briefly Partnership mergers and acquisition issues

Preparation

None.