Publications
PwC's transaction services provides in-depth insights on critical M&A issues gleaned from advising many of the world's leading corporations and private equity firms.
TS insights provides strategic thinking on a wide-range of issues affecting the deal community.
Valuing contingent consideration using option pricing
Including an "earn-out" or contingent consideration in an acquisition lets buyers tie payment to future performance. However, fair value accounting for contingent consideration involves significant challenges. PwC provides a comprehensive and technically detailed discussion of Valuing contingent consideration using option pricing in this informative publication.
How revised M&A accounting standards are impacting deals
Changes to M&A accounting standards enacted several years ago (ASC 805, formerly SFAS 141R) have caused uncertainty for companies in knowing how transactions will impact their financial statements. How have companies changed the way that they approach and plan for deals as a result of the revised accounting rules?
Understanding book versus tax valuation differences improves M&A planning and reporting — August 2011
Finance, accounting, and tax professionals constantly ask whether it is appropriate to use financial reporting valuation estimates for tax purposes and whether there are parts of valuations for financial reporting or tax that are interdependent. M&A transactions trigger different rules and procedures with respect to allocations of purchase price under US GAAP and US federal tax principles. While changes to financial reporting standards have eliminated some inconsistencies, fundamental differences between the purchase price allocation rules for financial reporting purposes and tax continue to exist and best practice calls for an integrated analysis where both book and tax valuations are performed simultaneously.
New M&A insurance risk for buyers: Medicare-related settlement clawback
The US government has begun to exercise its power to recover Medicare expenditures for healthcare provided to people who suffered harm through the liability of a third party. Potential buyers should include an assessment of Medicare liability in their due diligence efforts.
Divestiture insights: Generating value through corporate exit strategies
Various exit structures exist to help companies achieve their objectives as they enter a transitional phase. Depending on the exit structure and approach taken, the regulatory, tax and reporting requirements can significantly vary, and the timelines for completion may differ. This practical guide describes the major types of exit strategies and the tactical differences between them.
Avoiding earnings surprises: Address valuation and purchase accounting impacts up front
As your company pursues acquisitions, are you confident with estimates of how the deal will impact earnings? Without the right approach, you risk misinforming investors about the deal and having to recast financial statements.
Divestiture insights: Divesting to maximize shareholder value in today's challenging market
This paper provides sellers with guidance on how to use a successful divestiture process to prepare a business for sale. Regardless of the reason for the need to divest, by using a strong divestiture process, sellers can successfully exit their businesses in as short a timeframe as possible, avoid erosion of the sale price at the negotiating table, and ultimately maximize their sale price.
TS insights: Financial reporting in an uncertain economy: Bankruptcy & fresh start reporting — February 2010
When economic conditions, industry events, or liquidity limitations force a company into a bankruptcy proceeding, financial reporting requirements and demands on the enterprise's resources increase exponentially. In this publication, we address planning and stress points for companies to consider in preparing for the financial reporting requirements associated with the bankruptcy process.
Investing in distressed: Not for all — February 2010
From retail to consumer cyclical to restaurants to automotive to financial services, the number of business restructuring announcements has increased. Stock prices have plummeted. Margins are being squeezed. The signs are all around us: excess leverage, operating losses, weak management and strategy or operations not built for a downturn. Now may be the right time for investing in distressed.
TS insights: Key considerations in preparing and executing an IPO — A summary of a recent IPO Conference in Silicon Valley — January 2010
Planning, executing, and managing an initial public offering is a challenging task for any organization. The better prepared a company is, the more efficient and less costly the process can be.
Financial reporting in an uncertain economy: A closer look at income tax valuation allowances — October 2009
The interpretation of accounting requirements for deferred tax assets has historically been (and continues to be) one of the most judgmental areas of accounting in practice. In today's uncertain economy, focus has heightened on income tax valuation allowance assessments by companies and their auditors, as well as the Securities and Exchange Commission staff, through the issuance of comment letters. Companies need to understand the valuation allowance accounting model and consider whether updates to accounting policy disclosures are necessary in order to reduce risk and assure the quality of financial reporting.
How the economic slowdown leads to added financial reporting complexities — September 2009
While financial reporting can be complex even in the best of times, many transactions and the attendant reporting issues can be even more daunting during troubled economic times and the recovery period that follows. Some transactions just aren't all that frequent during normal cycles. For others, the accounting is highly sensitive to market volatility and illiquidity.
Determining when, what, and how much to impair a long-lived asset — September 2009
Recent indicators such as ongoing and forecasted operating losses and downsizing efforts have been leading many companies to focus on asset values and whether there might be associated impairment charges. As a result, many are going beyond their annual testing for goodwill impairment to undertake processes they may not have needed during historic periods of growth and stability, such as testing long-lived assets for impairment.
Entertainment & media: Analysis and trends in US M&A activity 2009 — February 2009
This report provides a comprehensive blend of PwC's cumulative knowledge and direct experience in the always changing E&M transaction environment. E&M clients and targets may find the analysis insightful and useful as they evaluate the E&M deal environment over the next 12 months.
Roundtables explore M&A issues facing and strategic thinking of corporate development executives.
The Eyes of the CFO: Finance professionals speak out about their evolving roles in the M&A deal process
The role finance professionals play in the M&A deal process varies from company to company. Leading technology companies are finding value in broadening the finance function's role across the deal process to get more deeply involved in early-stage activities, as well as in achieving and measuring success.
Getting merger integration right: The evolving capabilities of Silicon Valley companies
In the past, most Silicon Valley companies lacked dedicated integration resources. Not any more. Today, many see M&A as an essential growth strategy and have expanded their deal teams to include experienced integration professionals. Success rates on transformative deals are much lower due to integration complexity, presenting a significant challenge for most companies.
Leveraging growth in the emerging functional foods industry: Trends and market opportunities
This new PricewaterhouseCoopers report identifies areas of investment opportunity and consideration for companies seeking entry or growth in the functional foods arena.
To provide business leaders with a venue in which to share best practices and learn from the obstacles that others have encountered, PricewaterhouseCoopers (PwC) facilitated a roundtable discussion in Silicon Valley—one in a series of similar events that we've been hosting on current topics faced by both corporate development and finance professionals. We brought together 14 corporate development executives from leading technology companies and a representative from a well known private equity firm for a lively, interactive discussion. Our panelists shared their perspectives and experiences around divestiture strategies and solutions, offering valuable insights into their concerns, challenges, and successes.
Planning and executing divestitures in a down market: What Finance M&A executives in the Technology industry had to say — February 2009
PwC's recent Silicon Valley Transaction Services Roundtable brought together 11 finance M&A executives from leading technology companies to share their perspectives and experiences around planning and executing divestiture transactions.
M&A insights is a series of industry or country reports and insights examining the recent trends that affect M&A.
US Entertainment and Media Deal Insights for 2012
PwC analyzes mergers and acquisitions (M&A) activity and industry trends impacting the entertainment and media (E&M) sectors annually and shares its view on the factors that drove deal activity in 2011 with PwC's expected deal trends for 2012. E&M companies may find the analysis insightful and useful as they evaluate the E&M deal environment over the next 12 months.
Asset Management M&A Insights: Navigating through stormy markets
What are the M&A prospects and outlook for the Asset Management industry?
Learn more in this inaugural issue of Asset Management M&A insights that looks closely at the issues impacting the industry and provides perspectives on recent trends and anticipated future developments in the US asset management M&A market, as well as a high-level overview of the global market
M&A insights is a series of industry or country reports and insights examining the recent trends that affect M&A.
US technology M&A insights, Q3 2011 update — November 2011
Due to volatility and uncertainty in the markets in Q3, deal volume dipped and IPOs experienced a major slowdown. While M&A volume dipped compared to a year ago, venture-backed technology M&A exits increased over Q211. Despite what could be described at the very least as an interesting quarter, the technology industry is one of the few to be experiencing growth, despite broader challenges in the world economy.
US technology M&A insights, Q2 2011 update — August 2011
Corporate buyers continued to be most active in the second quarter, with mid-market deals comprising nearly half of the transactions during the period and greater parity amongst technology sectors. Despite global economic challenges during the second quarter related to the debt ceiling debate in the United States and European sovereign debt concerns, trends in the technology sector continue to fuel growth and spur acquisitions.
Do the right things. Get the right results. Findings from PwC’s 2011 M&A Integration Survey
PwC recently surveyed senior management from a sampling of large-capital and middle-market US companies to understand the current state of M&A integration practice and its impact on management’s assessment of deal success.
People integration: Capturing M&A value by making the most of human capital post deal
The people aspects of integration cannot be handled in a silo away from the rest of the effort. Human capital issues are critical to every work stream.Successful merger integration involves detailed planning and execution when assessing leaders, designing the organization, retaining the right people, aligning cultures, communicating effectively, and more.
US technology M&A insights, Q1 2011 update
Technology industry M&A activity has been trending upward steadily since 2010 as tech sector leaders seek to expand customer markets, while others evaluate their strategic positioning and move to shed lines of business not considered core competencies.
2011 US financial services M&A insights
Mergers and acquisitions among financial services companies are poised to gain momentum in 2011, spurred by growing confidence in the economy, investors with deep pockets and pent-up demand for deals.
US technology M&A insights 2011
As market participants came to terms with a new standard of economic activity in 2010, a moderate surge in M&A occurred. In 2011, technology companies with cash-rich balance sheets will be motivated to execute on strategic initiatives placed on the back burner over the past several years.
US technology M&A insights, Q3 2010 update
Throughout the economic lows and highs of the quarter, technology sector spending showed resilience, with investment in software, computer equipment, and electronics products continuing unabated and key technology players reiterating confidence in full-year forecasts. With the closing of several billion-dollar deals announced in the latter part of the second quarter, close-basis figures show a strong uptick.
US technology M&A insights Q2 2010 update — August 2010
Despite the ebb and flow of news about jobs, housing and financial markets, the second quarter of 2010 witnessed a steady stream of technology deal announcements. Having weathered what is hopefully the worst of the recession, large technology companies are now looking to deliver more than recovery-based growth.
Industrial Products Quarterly M&A Reports - Q1 2010 — May 2010
US technology M&A insights, Q1 2010 update — May 2010
As the first quarter of 2010 ended, the seeds of optimism that began to spread through the technology industry at the end of 2009 seem to have taken root. With the largest technology companies continuing to add to their cash hoards, the first quarter witnessed a steady stream of activity.
This summary of two roundtable events facilitated by PricewaterhouseCoopers captures corporate development executives' leading practices, perspectives, and experiences related to capturing synergies in an acquisition.
Automotive M&A insights 2009 — April 2010
This edition of Automotive M&A Insights provides an annual review of M&A activity and key trends within the global automotive industry. As we look back at 2009, how did distress in the sector drive consolidation, restructuring and acquisitions by opportunistic strategic and financial buyers? Better understand the outlook for deal activity and trends in 2010 and beyond including a return to the traditional drivers of M&A -- driving economies of scale, acquiring technology and expanding geographic and customer base.
2009 US Financial Services M&A — analysis and trends — April 2010
This annual report sets out analysis and commentary on the US financial services industry's principal trends and driving forces in 2009 and an outlook for 2010 for the banking, asset management, insurance and other subsectors. Analysis of the factors behind M&A activity within the financial services industry is included throughout the report.
US technology M&A insights: Analysis and trends in US technology M&A activity 2010 — February 2010
This annual report sets out analysis and commentary on the US technology industry's principal trends, driving forces and outlook for the coming months, both in aggregate and by key sectors: software, Internet, semiconductors, IT services, and hardware and networking. Throughout the report, factors we feel are creating attractive M&A targets are identified.
Entertainment & media M&A insights: Analysis and trends in US M&A activity 2010 — February 2010
This report provides a comprehensive analysis of the E&M transactions arena. E&M companies may find the analysis insightful and useful as they evaluate the E&M deal environment over the next 12 months.
Entertainment & media: Analysis and trends in US M&A activity 2009 — February 2009
This report provides a comprehensive blend of PwC's cumulative knowledge and direct experience in the always changing E&M transaction environment. E&M clients and targets may find the analysis insightful and useful as they evaluate the E&M deal environment over the next 12 months.
US IPO watch is a quarterly survey of all IPOs listed on US exchanges. These include IPOs by domestic and foreign companies, best-efforts, business development companies, filings with the FDIC, and bank demutualizations. IPOs do not include unit investment trusts and fully classified closed-end funds.
Capital Markets in 2025
In less than 15 years from now, China is predicted to be the most favored destination for companies to list - as predicted by 80% of respondents to PwC's Capital Markets in 2025 survey. Nearly 400 senior managers at companies around the world were asked for their views on which factors are shaping the development of equity capital markets. This final report presents the highlights of the survey findings, along with additional insights from industry experts and commentators.
Factoring sustainability in IPO planning
Those looking to become a part of the renewed vigor in the IPO market may be unprepared for the public scrutiny they are likely to encounter. Mounting interest in companies' nonfinancial disclosures, such as sustainability and corporate responsibility, leads to a simple question: Is your company prepared?
2010 IPO watch - Analysis and trends
The year 2010 closed with enthusiasm as deal activity reflected renewed confidence in the US IPO market. In particular, a robust fourth quarter drove IPO activity to its highest level since 2007. Positive equity market trends and large offerings of more than $1 billion added to the IPO pipeline suggest that 2011 deal volume will likely eclipse 2010.
Executing a successful IPO
Achieving success in executing an IPO requires connecting many pieces of a complex puzzle. One thing companies can control is their own IPO preparation process. An IPO Readiness assessment and solid planning early on can help companies that envision an IPO in their future give themselves the best possible chance for success when the markets are open.
Roadmap for an IPO: a guide to going public
Going public is a monumental decision that forever changes the way an organization does business. Once listed, a company will be under greater public scrutiny and will have to comply with a range of continuing obligations. Thinking through the requirements and developing an appropriate plan can reduce unexpected pre-IPO work and post-IPO issues.
2009 US IPO watch report: Analysis and trends
US IPO Watch is an annual report providing analysis and trends of IPOs listed on US exchanges. Topics covered include analysis of the Top 10 US IPOs, IPOs by industry, financial sponsor-backed and non-US issued IPOs, and perspective on how the US IPO markets have fared compared to global markets. Companies may find the analysis useful as they evaluate their own IPO readiness over the next 12 months.
Financial sponsored-backed IPOs and SPACs decrease to a trickle while non-US issuers stay away
The number of initial public offerings (IPOs) in the United States (US) has declined for three straight quarters as volatility in the US economy continues unabated. For the first nine months of 2008, there were 54 IPOs that raised $31.2 billion, a significant drop from the 195 offerings that generated $44.7 billion for the same period in 2007. When the $17.8 billion VISA IPO is excluded from the 2008 results, IPO value for the first nine months was just $13.3 billion.
IPO activity for the third quarter of 2008 was the most sluggish third quarter performance since 2002. US IPO activity for the first three quarters of 2008 was hampered by the prolonged volatility in the equity markets and the crisis in the credit markets--deterring non-US issuers and causing planned IPOs to be postponed or withdrawn, SPACs to lose their momentum and financial sponsors to hold on to their portfolios for a bit longer.
Mandatory impairment testing: What nonprofit healthcare providers need to know now
Nonprofit organizations are now required to perform annual impairment testing of goodwill and indefinite-lived intangibles. Are you prepared?
Doing business in Latin America. What should you know about the Foreign Corrupt Practices Act?
This timely publication keeps track of Latin America's evolving landscape as it relates to mergers, acquisitions, and other strategic business decisions. The feature article for this edition focuses on how the Foreign Corrupt Practices Act affects deals, and includes insights as well as recent cases of violation that companies can learn from. A second article provides a macroeconomic update.
Guidance on Section 861 FMV election
In administrative guidance released in 2010, the IRS asserted that it can override a taxpayer's unsubstantiated election to use the fair market value (FMV) method for purposes of asset apportionment under Section 861. FAA 20100502F concluded that the taxpayer failed to establish the values of a substantial portion of its assets and could not support its election to use the FMV method of interest expense apportionment. Accordingly, the IRS asserted its authority to force the taxpayer to use the tax book value (TBV) method.
FASB’s Valuation Resource Group: Highlights of April 2010 Meeting
Valuation multiples, bond spreads point to increased M&A activity in Latin America in 2010
This article from The Latin American Law & Business Report focuses on valuation multiples and bond spreads suggesting an increase in M&A activity in Latin America in 2010.
March 2010 Special Edition: Doing Business in Latin America Newsletter - Brazil's great expectations
This special edition of the Latin America newsletter focuses on Brazil's economic rebound. Confidence in the capital markets, increased market stability, rising consumer spending, increased transparency in financial reporting by public companies, and the maturing of the local private equity market are factors driving investment. However, to realize its full potential, Brazil will need to push for additional reform in the social, public sector, labor and tax areas, as well as continuing investment in education, health, and infrastructure.
This issue of the newsletter includes an overview of the dynamics of the Venezuelan economy and the controls and regulations that affect the local business environment, including exchange rate and price control. In addition, issues that finance offers should consider when transitioning to hyperinflationary accounting are outlined. This February edition also features a macroeconomic update on Latin America.
Latin American investment prospects: executive summary
Latin America stands as a center of strategic importance today because it offers investors and corporate multinationals prospects for long-term growth. This optimism comes across in a recent PricewaterhouseCoopers LLP survey of US corporate development and private equity executives interested in or currently doing business in Latin America.
This edition includes an article about the challenges of working under a multi-GAAP environment, balancing cost reduction with the requirements of maintaining a robust, effective internal control environment for financial reporting. Two additional articles focus on the investment outlook for Honduras, and a macroeconomic update on Latin America.
Completed in September, 2009, PricewaterhouseCoopers' Divestiture Survey is designed to gauge the condition of the current mergers and acquisitions (M&A) market as it pertains to divestitures, determine key drivers and success factors and provide some perspective on the near term outlook.
Doing business in Latin America newsletter: August 2009
This third edition of the newsletter focuses on valuation multiples by industry in Latin America over the past year, from July 2008 to June 2009.
Doing business in Latin America newsletter: June 2009
In this second edition of the newsletter, highlights are provided from the Latin American Business Update, an invitation-only gathering organized by PricewaterhouseCoopers, HSBC Bank USA, N.A., and Greenberg Traurig LLP that focused on the latest trends and developments in the Latin American business environment. Topics covered include alternative funding methods, the changing regulatory environment, and the challenges and opportunities of doing business in this vibrant, fast-changing region.
Capitalizing on a climate of change
The issue of climate change is evolving from primarily a scientific and public policy concern to one of business risks and opportunities. Until recently, the impact of climate change on the deal market was barely on the radar of most businesses. However, national policy action on greenhouse gas emissions is requiring companies in virtually every industry to think about the impacts of energy and climate policies on their businesses.
Doing business in Latin America newsletter
The current newsletter provides a high-level review of the merger and acquisition (M&A) activity in Latin America in 2008 and an industry-specific outlook for 2009. In addition, private equity and IPO trends in the region are outlined. Due to the global economic downturn, this first edition of the newsletter focuses on recent economic developments and fundamental changes of macro economic indicators in Latin America that affect foreign interest and M&A activity throughout the region.
The Mergers & acquisitions: A snapshot series of PwC publications focuses on the new M&A standards and is intended to help our clients keep abreast of emerging issues resulting from the new standards, as well as new ideas on modifying current strategies and employing new ones for future deals.
Volume 6 of Mergers & acquisitions: A snapshot discusses several intricacies in the M&A standards relating to the accounting for partial acquisitions and disposals that may impact how companies report financial results and communicate to shareholders.
The new regime: Impact of Fair Value Measurements (FAS 157) on private equity
Three private equity chief financial officers and one PwC valuation partner gathered in midtown Manhattan to discuss the impact of FAS 157 on their valuation procedures.
PricewaterhouseCoopers on Chinese companies going global
Lately, Chinese companies have stepped onto the global stage, with an expanding portfolio of international mergers and acquisitions. Outbound foreign direct investment from China was reported by the Chinese government to be $19 billion in 2007, and for the first four months of 2008, outbound activity was reported at $20 billion. As increasing numbers of Chinese companies look to global markets for access to resources, customers, intellectual property (IP) and technology, they face cultural, talent, and financial reporting and legal challenges along the way. Find out what PricewaterhouseCoopers China M&A partners Ben Ye and Ken Su have to say about the factors driving Chinese companies to go global, and the challenges they confront along the way.
In early December 2007, the Financial Accounting Standards Board (FASB) issued two new standards that changes the way companies will account for and report their deals. The International Accounting Standards Board (IASB) has issued related standards in January 2008. The new US standards, FAS 141R, business combinations, and FAS 160, non-controlling interests in consolidated financial statements, not only put a greater focus on financial reporting as it moves toward fair value; they also call for heightened diligence and valuation. Although these changes will not be effective until 2009 and early adoption is prohibited, dealmakers should be aware of how these changes will affect their M&A process and their ability to get the deal done.