This edition of Mergers & acquisitions - a snapshot 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.
In this webcast we will discuss the strategic approaches and practical/transformative actions that companies can undertake to embrace shareholder activism and enhance strategic alignment and execution.
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.
After a 2012 filled with uncertainties, 2013 witnessed a slow rebuilding of confidence and, perhaps, the charting of a path toward growth. After a first half that saw quarterly technology deal volume drop, optimism took hold with a doubling of activity in the second half. In the end, technology deal activity finished the year 18% lower, amidst IT spending growth of less than 1%. Equity markets and IPO pricings sounded a consistently contrarian note, soaring to long-forgotten highs. These leading indicators of spending and deal growth provide promise for 2014.
Today the landscape is changing, as the operational controllership function is less about technical accounting and financial reporting support (handled by specialist technical teams) and more about creating value for the company while managing risk. The operational controller roles across the companies have evolved into new focus areas, such as reducing legal entities or improving shared services or working proactively with deal and commercial teams—all designed to drive more simplification, standardization, cost savings or revenue growth.
The entertainment, media and communications (EMC) deal market is gaining momentum once again and companies face greater competition for attractive acquisitions. We look at deal drivers and the deal outlook for 2014 in the most active sectors, including: Broadcasting, Communications, Advertising & Marketing, Publishing, Recreation & Leisure and Film/Content.
Despite a lull in deal activity during Q2, total transaction value for 2013 surpassed the $100 billion mark for the first time since 2008, anchored by one of the largest consumer products deals in history with the $28 billion Heinz deal. There were several factors which challenged consumer sentiment throughout 2013, however consumer sentiment was up year-over-year driven by labor and economic improvements. We expect R&C deal activity will continue its positive momentum, but will remain challenging as supply and demand of quality assets for sale may remain divergent.
2/13/14 | US Capital Markets and Accounting Advisory Services
The broadening of private company securities sales has helped drive the development of two new offerings from the NYSE and NASDAQ OMX. Both solutions, although different in approach and focus, are designed to provide a platform and market structure for private companies to manage and conduct the sale of private company securities.
Welcome to PwC’s inaugural 2013 US Capital Markets Watch. Reflecting the integrated nature of capital markets, we have broadened the discussion beyond Initial Public Offerings (IPOs) to include the equity follow-on market, the convertible market, debt markets, and spin-offs.
In the past year, oil and gas companies focused on maximizing shareholder value. This webcast will focus on key themes found in the PwC quarterly M&A analysis along with our insights on deals done in the past year and what the deal market for 2014 may hold.
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.
Strong demand for initial public offerings (IPOs) continued in the fourth quarter of 2013, capping a robust year for the capital markets and setting the stage for continued growth in the new year, according to IPO Watch, a quarterly survey of IPOs listed on U.S. stock exchanges by PwC US. Total IPO volume for 2013, as of December 17, reached 237 public company debuts, easily surpassing overall volume of 146 IPOs in 2012 and representing the most active environment for newly listed companies since 2007.
12/17/13 | US Capital Markets and Accounting Advisory Services
The re-emergence of a Mergers & Acquisitions (“M&A”) technique known as a “Reverse Morris Trust” (“RMT”) has proven to provide some unique advantages over other strategic alternatives as a vehicle for divesting divisions or a separate business. Companies considering a divestiture should become knowledgeable on the recent comeback of this strategic alternative so they can actively engage in conversations with their advisors.
The third quarter of 2013 realized a slight uptick over the prior two quarters in the volume of healthcare services deals with 138 total transactions. However, the value of the dealsannounced in Q3 2013, $15.8 billion, was up 35% over the second quarter. In both volume and value, the year-to-date period for 2013 continues to lag the same period in 2012 with volume down 4.6% and value down 25%.
Internet, Communications and Publishing sub-sectors saw increased deal activity, contributing to the 9% growth in announced deals for the 3 quarters ended 2013 versus prior year. In addition to deal trends for the year to date, a deeper look at one sub-sector -- telecom operations -- and the deal opportunities abounding as telecom companies look to improve network operations and spectrum efficiency.
Deal activity rebounded from Q2 as Q3 included six of the top ten corporate deals year-to-date and several large private equity deals. Consumer sentiment and retail sales trends weakened and suggest R&C companies will face an increasingly challenged environment through year-end. The deal environment remains challenging, given the lack of availability of quality assets for sale and a mismatch in buyer and seller expectations around price.
Technology deals accelerated in the third quarter returning to historically high levels with deal volume doubling from the previous quarter, according to PwC’s US Q3 technology M&A Insights report released today. Private equity (PE) buyers continued to take an active role in technology M&A with increased deal closures and numerous new deals announced.
In this webcast focused on companies in moments of distress, we’ll provide an overview of the typical cycle of a distressed company, including the leading indicators, actions management can take to turn the business around and prevent a bankruptcy filing and how a turnaround advisor can help. We will also focus on thoughts and ideas that may maximize a business’ opportunity while in bankruptcy.
The capital markets continued to demonstrate strong momentum in the third quarter of 2013 as the volume of new public listings matched the previous quarter, and exceeded the third quarter of 2012, according to IPO Watch, a quarterly survey of IPOs listed on U.S. stock exchanges by PwC US.
Investors are increasingly taking environmental, social and governance (ESG) factors into consideration when assessing the value of a company. However, most executives are unsure how to truly unlock this value and the impact it can have on essential reporting and IPO sale prices.
This PwC quarterly publication reviews the status of global automotive deal activity among vehicle manufacturers, suppliers, financiers, and other related sectors, as well as key trends that impacted the deal market in the first half of 2013, transaction activity by sector and region, and PwC's perspective on the road ahead
The current global economic environment has posed various challenges for US investors, including private equity firms, domestic corporations, and multi-nationals. However, we expect deal activity to intensify as companies look for new ways to grow and meet their strategic objectives. In particular, the pace of US deal activity may increase as companies seek to find value and expand through mergers and acquisitions with international targets.
Deal closings can be lengthy and difficult processes with many facets to consider. The Locked Box mechanism negates the need for preparing and reviewing the final price adjustments post closing. Pricing deals this way allows the buyer/seller to put resources into other aspects of the deal.
Q2 2013 continues the trends started in late 2012 and in Q1 2013 with both financial and strategic buyers exhibiting cautious behaviors across all sectors. Through Q2 2013, health services deal volume has increased 3.9% from 127 deals in Q1 2013 to 132 deals in Q2 2013. The value of these transactions has also increased 151% across the same periods.
Despite a lull in deal activity during Q2, M&A fundamentals remain strong with corporate cash availability, a favorable debt environment and continued private equity sponsor interest. Retail remains attractive for investment, particularly as businesses seek greater effi ciencies with scale as well as international expansion. Private equity activity in retail remained strong, comprising two of the top deals during the quarter.
M&A activity in the metals sector during the second quarter of 2013 continued to decline in both value and volume for deals valued at $50 million or more. Average deal value for the period increased to $402.6 million.
The people aspects of integration cannot be managed in a silo apart from the rest of the effort. Aligning human capital with the integration strategy is a critical success factor for delivering deal value.
The need for effective communication is often overlooked or underestimated in the flurry of activity surrounding a deal. Executing a strong and clear communication strategy is critical to successful integration. Dealmakers have a choice; they can communicate honestly and transparently to manage speculation surrounding the transaction, or they can ignore the speculation and watch it turn into fear and confusion.
While closed technology transactions in the second quarter declined both sequentially and year-over-year, the rise in announced and rumored deals point to a rise in merger and acquisition activity for the remainder of the year. Private equity (PE) buyers took a more active role in technology M&A with deals announced across the spectrum of deal size, including some of the largest transactions announced so far this year.
Are your management equity plans driving behavior towards a successful exit? Do performance conditions align management and sponsor incentives? Is management’s equity reserve aligned with current leverage ratios and market competitive reward levels? Determining the size of a share reserve is only the first step in developing an effective management equity plan. Watch this PwC webcast to learn about the trends in equity plan design for Private Equity portfolio companies.
Financial information is a linchpin to understanding deal value. While deal financials are critical, other financial data often needs to be front and center in divestiture planning. Preparing for a divestiture with these needs in mind can better position sellers for success.
IPO activity surged in the second quarter of 2013, as the volume of new public listings far exceeded the previous quarter, as well as the second quarter of 2012, according to IPO Watch, a quarterly survey of IPOs listed on U.S. stock exchanges by PwC US.
Good facilities integration looks beyond the usual cost saving opportunities. The impact facilities consolidations and workplace changes can have on employee culture and productivity should not be underestimated. Decisions to outsource or centralize operations should be considered prior to adopting a facilities consolidation plan.
In the first quarter of 2013, Cleantech funding hit its lowest point in four years, declining 61 percent compared to the first quarter of 2012, and 35 lower than the fourth quarter of 2012. 61 deals were funded in the first quarter of 2013. Average deal size was $6 million, 48 percent lower than in the same period in 2012.
Merger and acquisition deal value in the pharmaceutical and life sciences sector increased in the first quarter of 2013 relative to the first quarter of 2012. The pharmaceutical segment recorded the largest gains in deal value during the quarter on the strength of several large transactions.
5/13/13 | US Capital Markets and Accounting Advisory Services
When conducting cross border deals, it is important to Identify potential financial reporting differences to maximize deal value and for understanding how financial reporting and regulatory requirements interact. Embedding GAAP changes and managing multi-GAAP reporting post-acquisition requires planning.
Deal activity in the metals sector declined in first quarter of 2013, with transaction volumes at their lowest since the first quarter of 2009. While Metals industry M&A activity is projected to be flat over the near term, US plans for infrastructure investment may increase the demand for iron, steel, and aluminum in the United States.
While the first quarter of 2013 saw technology M&A drop precipitously, the foundation is being laid for more robust deal activity this year as political and economic uncertainties subside. Software M&A was the sole bright spot in the industry for the first quarter driven by companies across industries investing in software-driven functionality and automation in products and services.
This quarter saw one the largest consumer products deals in history with the $23.5B Heinz deal along with five other multi-billion deals and several other significant transactions with alternative deal structures. Consumer confidence rebounded from the decline seen at the end of December driven primarily by improving household financial conditions related to positive trends in the housing and financial markets. We expect companies to continue to focus on expanding internationally, expanding capabilities across omnichannels and look for avenues to improve profitability through divestment of non-core operations.
This publication is a guide to help both directors and executives of companies planning an IPO think through the many governance decisions needed. It creates context for the IPO and the directors’ roles and covers building the board, understanding the myriad governance influences, providing proper protection for directors, and preparing for your first year as a public company.
A very active last two weeks of March helped close out a strong first quarter for U.S. IPOs. Total IPO proceeds raised in the U.S. in the first quarter of 2013 exceeded the first quarter of 2012, despite a decrease in the volume of IPOs, according to IPO Watch, a quarterly and annual survey of IPOs listed on U.S. stock exchanges by PwC US.
Despite 2011’s recovery constraints and challenges, in the macroeconomic environment, there are still signs of growth in the automotive industry. Automotive mergers and acquisitions (M&A) activity in the first half of 2012 has given way to the macroeconomic pressures, resulting in a passive M&A activity for 2012 overall.
4/4/13 | US Capital Markets and Accounting Advisory Services
US companies seeking to acquire acquisition targets headquartered outside of the United States should understand the foreign target’s financial information, including the application of non-US GAAP and the target’s accounting policies, and identify where GAAP and policy are not aligned with the buyer’s basis of preparing its financial information.
Integration success is critically dependent on an effective finance function to deliver business insight, help ensure compliance and controls, and create operational efficiencies for capturing deal value across the organization.
Mergers and acquisitions for retail and consumer product companies can be influenced by the brands involved in the transaction. Such "brand-rich" transactions can bring accounting complexities that requires close attention to the valuation and purchase accounting process.
Financial services mergers & acquisitions (M&A) will face both uncertainty and opportunities in 2013 due to several factors including increased regulatory costs, depressed organic growth, and the greater availability of attractive financing.
Merger and acquisition activity revealed that six of the top 10 deals in the alternative energy sector, and deals valued $50 million or greater continued its upward trend in the 4th quarter of 2012. Find out more by reading this issue of Power Deals from PwC's US Power and Utilities practice.
The review indicates that 2012 deal activity has been positive compared to 2011. We expect R&C deal activity will continue its positive momentum during 2013 as companies look to focus on avenues to grow core operations, expand their capabilities to execute across the rapidly developing omnichannel landscape, and increase their global footprint to access higher growth 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.
M&A in China is booming - both inbound and outbound deals. In this PwC podcast, listen to Alan Chu, China Business Services Leader (US), Curt Moldenhauer, Transaction Services partner (Shanghai) and Malcolm MacDonald, Transaction Services partner (Beijing) discuss some of the opportunities and challenges they see their clients facing, and more importantly, how to navigate around the issues associated with doing deals with China.
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.