M&A Deal Structuring

Last 10 posts

NOL cap (due to M&A) affects "ALL FUTURE" NOLs?
In the tax schedule excel worksheet, NOL Used to Shelter Income (cell g13) formula takes the NOL cap per year if there is a change of control forward forever. So it appears that this “cap” affects all future (ending NOL) balances (and not just the acquired/historical target NOL portion)? Also i... Read More
Go to post added 8 years ago
Merger Modeling Basics: about the goodwill amortization
Hi, if there is no goodwill amortization, but under certain circumstances, the deal can be considered as asset deal , or can be applied the normal asset depreciation, even there is no amortization on goodwill in this case, I think you still have to incorporate the depreciation into the model, becaus... Read More
Go to post added 8 years ago
GAAP requirement to recognize all known liabilities
In the M&A module, when illustrating the different effective tax rates in the Pre-/Post-142/338 election scenarios, it is stated that GAAP requires all companies to recognize all known liabilities as soon as possible, hence why under a 338 election, the reported GAAP effective tax rate is lower ... Read More
Go to post added 8 years ago
Tax implications on Cash vs Stock deal
Do Stock deals enjoy a distinct financial advantage over cash deals due to U.S. tax policy (since stock-for-stock deals are not considered taxable events)? If so, what are the tax implications of stock vs. cash (besides the fact that cash clearly has forgone interest income or the interest expense f... Read More
Go to post added 8 years ago