Transaction Services

E&P stock basis, transaction costs analysis, and Section 382 studies

Corporate transaction activity continues to increase and is one of the quickest paths to growth - but is also loaded with uncertainty and hidden risk. Before determining an M&A strategy, dealmakers should employ transaction tax analysis.

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Learn more about STS Transaction Services

PwC’s Specialized Tax Services Transaction Services practice can analyze proposed transactions to identify tax-saving opportunities or unexpected tax risk with the use of proprietary technology and proven methodology.

Transaction costs analysis

A transaction costs analysis is a detailed analysis and categorization of the federal income tax treatment of costs, including investment banking, legal, accounting and other consulting fees, incurred in connection with various transactions (e.g., acquisition, spin-off, bankruptcy, IPO) as well as proper documentation of such costs.

A TCA study may help companies to accelerate deductible or amortizable transaction costs to achieve tax savings and increase cash flow.

How we can help:

  • Accelerate deductible or amortizable transaction costs to achieve tax savings and increase cash flow;
  • Compile documentation to support deductions in a format suitable for presentation to the IRS;
  • Evaluate the safe harbor under Revenue Procedure 2011-29 for success based fees; and
  • Allocate transaction costs between U.S. and foreign entities for multi-jurisdictional transactions.

E&P / Stock basis

An accurate calculation of stock basis (SB) and earnings and profits (E&P) is an essential element in making informed decisions for companies involved in structural change (e.g., disposition, merger, liquidation, spin-off or extraordinary distribution).

The benefits of having accurate E&P calculation include timely tax information to aid in business decisions, reduce financial risk and tax exposure, and a reduced likelihood of unexpected tax consequences.

How we can help:

  • Calculate accurate SB and E&P;
  • Determine the consequences of the loss disallowance rule application;
  • Review of SB and E&P computations prepared by clients or their outside service providers;
  • Run real-time scenarios to determine which legal entity or entities to sell;
  • Avoid unintended consequences such as losing high stock basis, triggering excess losses or deferred inter-company gains and creating a gain rather than a loss; and
  • Ability to run state-specific scenarios based on conformity/non-conformity with federal rules.

Section 382

Companies with NOL carryforwards should be aware that Section 382 limits a corporation’s ability to use its tax NOLs following an "ownership change." Section 382 applies to all corporations with NOLs and/or tax credit carryforwards. Companies with significant equity activity may unknowingly experience ownership changes.

PwC’s 382 team works to determine whether or not your company has undergone an “ownership change” in light of a transaction, triggering the application of Section 382, and if so, the impact of that change on your company’s ability to utilize its losses to offset future income.

How we can help:

  • Assist in performing a high-level feasibility analysis to ascertain whether a more in-depth analysis is appropriate, specifically with regards to the recent proposed Treasury Regulations regarding NUBIG;
  • Perform an in-depth Section 382 analysis to determine whether an ownership change has occurred and determine applicable Section 382 limitations;
  • Review any Section 382 analyses or documentation prepared by clients or their outside service providers; and
  • Identify opportunities to either increase any resulting Section 382 limitation through items such as determination of built-in gains, or minimize the potential impact of reductions in value for purposes of Section 382.

Contact us

Jason Malinowski

Jason Malinowski

Partner, PwC US

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