Our role
PricewaterhouseCoopers’ (PwC) mergers and acquisitions team recently assisted an Australian private equity house with the acquisition of a listed US company, which was the first transaction of this kind to occur in Australia. Our role involved performing the tax due diligence, structuring the transaction, planning a post-deal restructure, and assisting with the implementation of the restructure.
The outcome
PwC assisted the client with both the financial and tax aspects of the transaction, including advising on both the Australian and US tax issues. Given that the target was a listed company, a detailed due diligence process was performed as minimal warranties and indemnities could be obtained from the existing shareholders.
The transaction structure was designed to comply with US law as well as to facilitate the proposed post-acquisition restructuring of the target.
Following our client’s acquisition of the target, a comprehensive restructure took place to provide the group with a more efficient structure (from both a tax and commercial perspective), and to enable appropriate exit mechanisms for a future sale or Initial Public Offering (IPO). The restructure was implemented in a tax efficient manner taking into account Australian Federal and State tax consequences and US tax consequences.
PwC subsequently worked with the client to implement the restructure in accordance with the plan and ensuring that the appropriate tax and commercial tax outcomes were achieved.
