In this latest PwC’s Deals Practice webcast series on IPOs, we review the current IPO market and technology industry market conditions, examine technology industry IPO landscape, trends and issues, and discuss common accounting and financial reporting issues for technology companies as well as broader areas of focus in IPO preparation, such as governance, human resources, internal controls and taxes.
The U.S. IPO market came back to life in the second quarter of 2015, surging 83 percent in volume and 111 percent in proceeds raised, compared to the first quarter of 2015, according to IPO Watch, a quarterly survey by PwC US.
In today's M&A environment, the quest to solidify leadership positions and build on core capabilities has created a growing appetite for transformational deals and put corporate acquirers on the offensive. M&A value is at the highest level in recent history and continues to rise. During our webcast we'll discuss topics such as how to evaluate megadeals and consider the value creation potential inherent in such deals.
See highlights from PwC's Transaction Services valuation summary for the Automotive industry, which include trends in market multiples, related transaction, and transaction benchmarking analysis summarizing the average allocation of intangible assets and goodwill observed.
Overall deal value started strong in Q1 '15 despite volume at its lowest point in two years. Although it may be too soon to tell which direction deal volumes will trend in the remainder of 2015, we remain optimistic and expect M&A will continue to be robust for the sector. And with the abandonment of one transformative Cable deal, rumors are swirling about potential deal partners. In this issue, PwC provides a summary of first quarter 2015 deal activity, megadeal activity and an outlook for key sectors.
What are the latest comparable statistics for mergers and acquisitions and active trades in the financial services industry? Check out PwC's quarterly valuation summaries for the Banking, Insurance and Asset Management sectors. Insights include: trends in market multiples, related transactions, and transaction benchmarking analysis.
The first quarter maintained the momentum seen over the past several years, albeit a decline from the peaks witnessed at the end of 2014. With a clear return toward the middle market, deal volumes were prominent but megadeals were scarce, resulting in a noticeable decline in total value.
In this webcast, turnaround and bankruptcy professionals from PwC's National Office and the Deals practices discuss key considerations for companies in distress, including executing a successful turnaround, the bankruptcy filing and reporting process, and emerging from bankruptcy. Watch a replay or participate in our on demand (CPE-eligible) version.
The year is off to a rapid start with deal volume and disclosed value up 19% and 92%, respectively, in Q1 2015 compared to the first quarter of 2014. The most notable sectors were Managed Care, Behavioral Health and Rehabilitation, Physician Practice, and Private Equity while Home Health, Hospitals, and Labs, MRI, & Dialysis lagged behind.
This PwC National Professional Services Group webcast discusses key considerations related to private company accounting for acquisitions, dispositions and debt transactions, focusing on the areas of accounting that are often challenging to pin down. Watch a replay or participate in our on demand (CPE-eligible) version.
M&A activity in the aerospace and defense sector is off to a strong start in 2015 with deal value increasing on both a quarter-over-quarter and annual basis. The largest A&D deal since sequestration was recorded in Q1.
The European high-yield debt market has seen tremendous growth since the 2008 financial crisis. Prior to 2008, most European issuers with non-investment grade credit ratings obtained financing privately from banks rather than issue debt on public markets. That pattern has changed dramatically, however. More stringent capital requirements under Basel III have prompted European banks to reduce their corporate lending, forcing many lower-rated companies to borrow on public markets for the first time
The pharmaceutical and life sciences (PLS) industry saw an astronomical increase in deal value, as compared to previous quarters and the entire year of 2014. In Q1, there were 35 deals completed, representing deal value of $166.3 billion, a value higher than 2014 total deals alone. In our market spotlight, we take a look at Japan, a country that is facing dynamic changes in the marketplace as medical costs are becoming an increasing focus of the Japanese Government. Additionally, as there are transformational shifts within the PLS and healthcare industries, PwC shares insights on the new era of the “New Health Economy”.
Consumer sentiment continued its upward trend in the first quarter of 2015, reaching a ten-year peak due to more favorable prospects for the domestic economy, including gains in employment and incomes, as well as declines in gas prices.
PwC’s Deals Practice invites you to watch their recorded webcast, focused on energy deal activity. This webcast offers an overview of the distressed markets, discusses the impact of current commodity prices in the energy sector, and touches on key considerations and opportunities in the marketplace.
This publication provides perspectives on the recent trends and outlook relating to asset management mergers and acquisitions activity in the US. There are several key themes that have influenced deal activity in 2014, and we expect these themes to continue to impact deal activity in 2015 and beyond. While some of these themes are expected to impact near-term trends, others will continue to shape the M&A activity in the industry.
US IPO proceeds slowed down to levels not seen since the first quarter of 2012 when the IPO market was rebounding from the financial crisis, with 41 IPOs raising $6.2 billion, according to IPO Watch, a quarterly survey by PwC US.
Faced with new and challenging market forces, food companies are changing their strategic approach by focusing on capabilities to drive how they organize and operate their businesses. For winning companies, this focus on capabilities is informing their growth path, including their approach mergers, acquisitions, and divestitures.
In 2014, the pace of deal activity started strong and ended stronger. After the first quarter’s 9.2% increase in deal activity from the first quarter of 2013, we noted a lull in the second and third quarters’ deal pace. However, the fourth quarter of 2014 realized a 29% jump in deal volume as compared to the fourth quarter of 2013. This jump was enough to bring 2014’s total deal activity up 16.3% overall from 2013.
With 2014 noted for a series of record-setting and transformative deals, momentum is expected to carry over into 2015 as deal-makers continue to invest in cloud, mobile and security and seek out emerging technologies such as Internet of Things (IoT).
Analysis of deal activity in 2014 revealed a lackluster year as M&A volume and value remained near ten-year lows. Despite subdued performance, we are cautiously optimistic regarding 2015 as advanced economies continue to recover and emerging and developing economies continue to grow. Looking forward, one key driver of improved activity across modes will likely be the decline in fuel costs globally. We expect these prices to provide additional capital for more M&A.
Analysis of deal activity in 2014 revealed a significant improvement in transaction activity after a lackluster 2013, with a notable pickup in defense-related transactions. The total deal value, $22.3 billion, was slightly above the 10-year rolling average of $21.2 billion. The number of megadeals, or transactions of $1 billion or greater, doubled from 2013 and included the first defense-oriented megadeal since the Budget Control Act of 2011.
Deal activity remained strong from the prior quarter as there was over $105 billion in announced and pending deals suggesting robust M&A activity may continue into 2015. As companies complete deals, integration becomes critical to achieving synergies. In this publication, we explore some of the methods being used to maximize synergies in the R&D function. Additionally this quarter's report's market spotlight looks at how Canada is essential to the development of future IP for companies within the industry. Canada has focused on becoming one of the most cost-effective countries for clinical development among the Group of Seven (G7) industrialized nations.
It was an active year for Cable, Advertising & Marketing and Information & Internet. EMC companies are spending time, effort and money on their strategy and relative position in the digital value chain. PwC reviews deal activity last year and shares its outlook for 2015.
The improving U.S. macro environment, record low interest rates, the stock market’s steady rise, and overall low volatility all contributed to strong U.S. capital markets in 2014. These market dynamics also drove initial public offering (IPO) volume leading to value highs not seen since 2000
Throughout 2014, the U.S. IPO market put in its strongest performance since 2000, as a broad range of companies took advantage of strong equity markets and an accommodative financing environment to raise capital, according to IPO Watch, a quarterly survey by PwC US.
A new consolidation standard is imminent. Hear how it may impact financial services companies. PwC's Stephanie L. Stewart, Lee Vanderpool, and Craig Cooke discuss the proposal and potential implications.
Eleven mega deals drove significant deal activity in Q3-2014, positioning the R&C deals market to outperform last year's strong performance. Retail sales and economic trends continue to improve, leading to higher levels of consumer confidence as we head into the holiday season. IPO activity slowed in the third quarter of 2014 in terms of both volume and value after strong performance in the second quarter of 2014 with only two IPOs in Q3-2014. However, the pipeline looks stronger for the fourth quarter.
While momentum continues apace with slightly fewer but larger deals, the third quarter experienced an unprecedented series of spin off announcements from technology titans that signal fundamental competitive shifts. Healthy valuations, built-up cash reserves and the ability to leverage equity enabled strategic buyers to lead the way, while private equity remained active on both the buy and sell side.
Spin-off transactions are increasing in the marketplace. Is there one in your future? PwC's Neil Dhar, Ravi Rao and Beth Paul discuss the current market trends, key considerations for carve-out financial statements, and how to be successful both during and after a spin-off.
Spin-offs represent a growing trend in recent years. Is there one in your future? Gain insight into the spin-off process including developing carve-out financial statements and creating a sustainable stand-alone entity.
Industrial manufacturing mergers and acquisitions activity surged in the second quarter, driven by large deals. Dealmakers seeking strategic assets represented the overwhelming majority of all transactions.
Chemicals M&A activity in the second quarter of 2014 more than doubled in value and volume when compared to the same period last year. Mid-market transactions accounted for 68% of total deal activity and over 20% of value.
The value of merger and acquisition (M&A) deals in the engineering and construction (E&C) sector in 2Q14 surged to $67 billion from $15 billion in the prior quarter. As a result of the transactions that were involved, the average deal size rose to among the highest levels on record.
The pace of transportation and logistics transactions accelerated during the second quarter, as measured by both announced value and volume. However, 2014 is not expected to set records for mergers and acquisitions in the sector.
An uptick in mega deals and the ongoing interest in divested assets and private equity backed businesses, propelled aerospace & defense M&A second quarter value to the highest quarterly total in three years.
Extending the positive momentum from the second half of 2013, equity markets set new highs, IPO markets reached activity levels not seen in years, VC investments harkened back to 2000 levels, and economic outlooks remained modestly optimistic across sectors. Private equity (PE) continued to play an active role in technology, though challenged by strategic buyers who are able to leverage healthy valuations and substantial amounts of cash on hand.
In the loop is an executive-level series addressing important financial reporting and regulatory issues. Our first edition discusses how changes in private company accounting could affect future deal or financing strategies.
The number of logistic transactions is on the rise and private equity and industry players continue to look for strategic purchases, particularly of specialty 3PL providers. Third-party logistics providers are becoming increasingly indispensable due to their high level of customization, service quality, or service accuracy. Because of the number of well-capitalized players and the need for this operational intelligence and sophisticated capabilities, we expect this momentum of deals to continue.
This is the second in our series focused on navigating the waters of a cross-border acquisition. The series looks at various aspects along the deal continuum, including pre-acquisition due diligence and strategies, financial reporting requirements, tax implications, and post-acquisition considerations. This edition provides insights on SEC and other financial reporting requirements that may apply in a cross-border acquisition.
The robust market for initial public offerings (IPOs) continued in the first quarter of 2014, and momentum is expected to remain strong into the second quarter, according to IPO Watch, a quarterly survey of IPOs listed on U.S. stock exchanges by PwC US.
M&A in pursuit of innovation is a high-potential source of growth. That's what we learned in a survey of tech companies, where 76 percent of innovation-focused acquisitions met or exceeded expectations. Led by the right inorganic growth strategy and accompanied by a holistic approach to deal execution, business leaders in all industry sectors can apply key lessons learned from innovation-intensive industry sectors to their own business and accelerate growth. Read to explore the key success factors in acquiring innovation.
Over the past several years, interest in Africa as a destination for investment has been growing at a steady clip. Private equity was the first to make serious inroads into this heterogeneous continent of 54 countries. More recently, multinational corporations and a variety of other investors have entered the fray.
In 2008 and 2011, our tri-annual M&A Integration survey reports underscored the need for early planning and an accelerated transition as critical factors for successful integration. This 2014 survey report confirms these factors remain in today’s deals, and offers additional insights – showing that while early planning and rapid transition remain important, the commitment to integration completion over the long-term can be the deciding factor for deal success.
This is the first in a series focused on navigating the waters of a cross-border acquisition. This edition focuses on the pre-acquisition phase, including how GAAP differences can impact valuation and how a company can manage the financial risk exposure that arises from a cross-border acquisition.
1/23/14 | US Capital Markets and Accounting Advisory Services
Strong demand for IPOs continued in the fourth quarter of 2013, capping a robust year for the capital markets and setting the stage for continued growth in 2014. The window for raising capital in a robust IPO market tends to open with bursts of popularity then close quickly. This requires a constant state of readiness for the required IPO document that is filed with the Securities and Exchange Commission “SEC”. Don’t let unforeseen financial reporting items be the road block to accessing the IPO markets.
The acquisition of a business can have a significant impact on both the risk exposures and risk management strategies of the combined entity. In many cases, an acquirer’s financial risk exposure will increase as a result of the acquisition. However, there may be situations in which the acquiree’s operations reduce the acquirer’s current risk exposure. In any event, identifying potential changes in enterprise risks, creating an action plan to address them, and managing changes to risk management strategies post-acquisition are critical to developing short- and long-term solutions for integrating financial risk management considerations in an acquisition.
Companies preparing to go public often face a number of issues related to their financial statements. A common issue is whether push-down accounting should be applied. Push-down accounting is the practice of adjusting the standalone financial statements of an acquired company to reflect the basis of accounting of the buyer. This edition of Mergers & acquisitions - a snapshot, provides an overview of the SEC's rules on push-down accounting and a high-level summary of the complexities and opportunities that can arise in applying the rules to common deal structures.
Determining whether an acquired group of assets is a business has proven to be one of the more challenging aspects of applying the current M&A accounting guidance. For many transactions, the determination will be straightforward. However, the current guidance will cause many transactions that are "on the edge," and previously would have been accounted for as asset acquisitions, to be accounted for as business combinations. This edition identifies relevant considerations in determining whether a business has been acquired and why it matters not only upon acquisition but also for disposals and public company reporting.
In a business combination, buyers are required to record the acquired assets and assumed liabilities of a business at their fair values. Fair value reflects the price that market participants would receive to sell an asset or pay to transfer a liability. Assets and liabilities may be used differently by different market participants, resulting in variations in values. Therefore, a market participant's view is an important aspect of the valuation process as a buyer cannot look only to its own intended use of an asset or its ability to transfer a liability at a certain price. This publication provides insight on the identification of market participants, as well as how entities can develop market participant assumptions.
The M&A Standards changed how a parent reports the minority shareholder interests in a partially owned subsidiary in its consolidated financial statements. The minority shareholder interests, or noncontrolling interests (''NCI''), are generally presented within equity as if the parent and the minority shareholders have similar economic interests. Previously, NCI were generally presented between liabilities and equity (''mezzanine equity''). This edition focuses on the classification of redeemable NCI and how different minority shareholder rights may lead to different financial reporting by the parent.
In many M&A transactions, companies looking to dispose of non-core businesses or to generate cash may sell only a portion of their operations (e.g., a subsidiary or a business unit). As part of these transactions, a seller may need, or want, to prepare separate financial statements of the operations being sold, commonly referred to as carve-out financial statements. The preparation of these financial statements can be challenging as there is limited guidance covering their composition. This volume of Mergers & Acquisitions - A snapshot, focuses on some of the issues companies may face when preparing carve-out financial statements, how those statements may differ from their own financial statements, and how the M&A Standards may impact...
FASB Accounting Standard Codification Topic 810 incorporates FAS 167, Amendments to FASB Interpretation No. 46(R)), which is the U.S. standard on consolidation (the Consolidation Standard). The Consolidation Standard is effective as of January 1, 2010 for calendar year end companies and the impact will soon be reported in the first quarter reporting cycle. As a result of applying the new guidance, certain entities may need to be consolidated while other entities may need to be deconsolidated. Determining who consolidates is just the beginning.
In many M&A transactions, when the buyer and seller cannot agree on the total purchase price in an acquisition, the two parties agree to an additional payment, or contingent consideration, based on the outcome of future events. These payments are commonly referred to as earnouts and are typically based on revenue or earnings targets that the acquired company must meet after the acquisition date. The accounting for these arrangements under the M&A Standards represents a significant change from past practice.
In many M&A transactions, a buyer may acquire assets it does not intend to use. Prior to the M&A Standards, buyers generally would assign little or no value to assets that are not intended to be used when accounting for an M&A transaction. Now, such assets are required to be recognized at fair value from a market participant perspective, even if that perspective differs from that of the actual buyer. One common type of asset that a buyer does not intend to actively use that is receiving considerable attention is called a "defensive asset."
Accounting for partial acquisitions and disposals - it's not so simple! In an economic environment where many companies are buying and selling portions of businesses, the M&A Standards will have an impact on how companies account for these types of transactions. At first glance, the fundamental concept of "control" that drives the accounting seems easy to understand. If a company gains control, the acquisition is a business combination. If a company loses control, it deconsolidates the subsidiary. If a company maintains control, the transaction is recorded in equity. Simple, right? Not so fast!
Doing a deal? How will you compensate employees of the target? The new M&A Standards may impact your decision. Determining whether employee arrangements represent compensation for service prior to and/or after the acquisition will have a direct impact on the amount included as purchase price versus the amount expensed in the future. This installment of Mergers & Acquisitions - A snapshot explores some of the more common issues related to employee compensation arrangements typically seen in business combinations... contingent consideration, golden parachutes and stay bonuses, and exchanges of stock compensation awards. Employee compensation decisions agreed upon during deal negotiations could impact the acquirer's future financial results.
Are you ready for volatility in your effective tax rate? The new M&A standards will likely impact a company's effective tax rate. This impact will be felt by acquisitive companies in all industries, public and private, and as early as the first quarter of 2009 because parts of the new M&A standards apply to prior acquisitions. This installment of Mergers & Acquisitions—A snapshot focuses on how the accounting for merger and acquisition transactions will create volatility in an acquirer's effective tax rate in periods before and after an acquisition.
Did you know that the new M&A standards could impact your company regardless of whether you plan to close a deal? Given the current economic environment, understanding the new M&A standards may not be a priority for many companies, particularly if M&A activity is not on the horizon in the foreseeable future. However, companies should be careful not to overlook the new M&A standards, as they may have a significant impact, even without a deal. This installment of Mergers & Acquisitions - A snapshot will help you avoid last-minute surprises by understanding how the new accounting and reporting standards for M&A may affect your financial reporting even though you haven’t closed a deal.
Since the adoption of FAS 142, the goodwill impairment standard, the equity markets have generally trended upward. Accordingly, impairments may not have been as frequent as we expect to see them today. This edition of Mergers & Acquisitions - A snapshot, focuses on some of the issues companies may face in preparing goodwill impairment tests in the current environment. It also serves as a refresher on certain aspects of the framework for conducting those tests.
Recognizing that the new standards affecting mergers and acquisitions — FAS 141(R) and FAS 160 — will dramatically change the way companies negotiate and account for M&A, PwC has launched the first in a series of publications that will help companies keep abreast of emerging issues resulting from the new standards, as well as provide them with ideas on modifying current strategies and employing new ones for future deals. This first installment of Mergers & Acquisitions - A snapshot focuses on how the accounting treatment for M&A transactions will depend considerably on whether the deal closes before or after the effective date of the new standards.