Transactions Blog

The 7^th and last session of this year’s M&A Academy cycle took place on 29 April looking at “HR integration after a merger”. Turbulent economic times are making many organisations undertake a transaction, whether a merger, an acquisition, a divestiture, a carve-out or a spin-off. Every transaction creates turmoil, uncertainty and opportunities for people.

Peter De Bley, Partner at PwC Belgium, introduced the subject before handing over to our guest speaker, Wim De Wit, HR Director, retail & private banking Belgium, BNP Paribas Fortis, who presented his views on the strategic added value of HR in times of changes and the future challenges for his company.

Download the presentation: “HR integration after a merger”

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Market studies chave shown that over the last years the total accounting value of all lands and buildings of the 30.000 biggest BelCo’s amounts to EUR 50 billion. When you know that the market value of said assets equals minimum 3 times their accounting value, this represents a dramatic hidden value in the current market environment. Indeed, when companies face difficulties to access the capital market, releasing such potential should be high on their agenda. In a broad sense, this can involve OpCo-PropCo structures either internally or externally financed, straight disposals, or joint-ventures with professional real estate investors.

During the sixth session of our M&A Academy on Thursday, 25 March, we shared with you how to free up cash from real estate, by tackling the corporate tax, VAT and registration duties matters to be taken into account while splitting up real estate from operational structures. We led you through the current environment, pitfalls and opportunities of this developing market.

Download: “How can real estate become a financing means for your company today?”

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2008 and 2009 are challenging times for the M&A market due to the lack of available funding. Many investors and international groups are looking for cost-cutting opportunities and cash optimisation.

During the 5th session of our M&A Academy, we tried to evaluate how reshaping your conventional business model towards a more flexible structure can help you in for example the improvement of your business model or the optimisation of your tax credits and/or cash position.

Since business restructurings trigger multiple tax issues, not only transfer pricing aspects, this module also focused on the following aspects:

• the arm’s length risk allocation to restructured group entities;
• the potential ‘exit charges’ and indemnifications upon restructuring;
• the recognition, by tax authorities, of restructuring transactions.

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Identifying the most important value drivers and estimating values in distressed companies is key for a successful restructuring process, especially in the case of debt for equity swaps. That’s what Michael De Roover, Partner at PwC and Philippe Rasquin, Director at PwC talked about on the fourth session of our M&A Academy.

They shared with our audience their experience in valuing distressed companies and business restructuring, highlighting the key issues and discussing some of the key steps to consider when faced with a restructuring.

Download “Safeguarding value through business restructuring“.

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The third session of our M&A Academy took place on 10 December looking at all the questions the arrival of the “Chapter 11 Nouveau” (at least its Belgian version) raises. Before getting the protection of the Continuity Act, however, an achievable business plan needs to be in place. Do you have one? How about the reasonability of assumptions and remedial management actions? Have you assessed the quality of future cash flows and headroom to covenants?

Our specialists, Karin Winters (Director in the Corporate & Commercial Law department) and Philippe Fimmers (Senior Manager in the Deals practice ) used their legal and financial expertise to try and answer those questions. They also highlighted the Business Continuity Act and some alternative solutions.

Download “How to anticipate/handle covenant breaches?”

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On 19 November, we hosted the second session of our M&A Academy with a hot and present issue: How to keep the management of private equity backed companies motivated in and after the financial and economic downturn?
Luc Legon, Director Personal Tax at PricewaterhouseCoopers, presented the different solutions available according to the various expectations of management.

Download “Dealing with underwater management equity arrangements“.

More info about the M&A Academy season (programme, subscriptions, etc.).

On 24 September, we hosted the first session of our M&A Academy season, which mainly dealt with access to the current debt market and alternative financing methods. Josy Steenwinckel , Financial Services Leader at PwC Belgium, introduced the subject before handing over to our guest speaker, Freddy Van den Spiegel, Chief Economist at BNP Paribas Fortis, who presented his view of the current economic situation and the possible challenges for companies and the banking sector in the coming years.

Download “Access to the current debt market and alternative financing methods“.

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On 16 June, we hosted our exclusive M&A event at the Magritte Museum in Brussels. Jan Muyldermans gave a presentation on tax issues in the context of debt restructuring and Chris Hemmings, our Global Head of Corporate Finance shared his vision on the M&A Marketing post credit crunch.

Download the presentation.

On 28 May, we hosted the last M&A Academy session of the season, which dealt with tax aspects of debt restructuring. Jan Muyldermans talked about what it is that is driving debt structuring transactions, the tax basics, the tax aspects of overall debt restructuring and the continuity law. Finally, he put all this into practice using a case study.

Download the “tax aspects of debt restructuring” presentation.

The new season of the M&A Academy will be launched soon.