Strategic transactions

Strategic transactions include those such as acquisitions, disposals, group reorganisations and initial public offerings, and when undertaken can have a significant impact on financial reporting.

Strategic transactions require detailed analysis of the specific arrangements to ensure Management is aware of key judgements and accounting policy choices to be made, and to ensure they are appropriately reflected in the financial statements.

How we can support you

Business combinations

Business combinations present a number of technical accounting questions that are unique to the specific transaction and may be complex in nature. We can support:

Pre-deal

  • Assisting Management in understanding the effect of consolidating the acquiree, and the impact on the key metrics of the group.

Post-deal

  • Advising on the accounting for business combinations, including on areas such as identifying the acquirer, business combinations versus asset acquisition assessments, and accounting for complex arrangements around the rights of non-controlling interests;
  • Providing financial reporting framework transition advice that identifies the relevant areas of difference between the frameworks of the acquirer and acquiree, and the expected adjustments required for appropriate alignment; and
  • Review of post-acquisition group policies and procedures.

Group reorganisations

The term “group reorganisation” captures a variety of transactions including group reconstructions, corporate simplifications and transfers of assets or businesses around a group.

Our support services include:

  • Workshop and preparation of initial strawman;
  • Preparation or review of step plans (often in conjunction with our tax advisory colleagues);
  • Providing post-acquisition support, such as preparation or review of the consolidation accounting.

Distributable reserves

We provide support to help you understand the company’s distributable reserves position to make appropriate decisions that support the long-term success of your business.

Some of the ways in which we can support you include:

  • Review of a specific transaction to understand the impact on distributable profits;
  • Performing a full assessment, area by area, for the company, setting out key items identified that may require adjustment in calculating profits available for distribution; and
  • Providing numerical adjustments to be made in the profits available for distribution calculation.

Case studies

Group reorganisations

Sector: Construction

Company profile: Private UK group with revenue of £300m

Background

Our client wished to undertake a demerger of certain entities within the group ahead of expanding a distinct division of the business.

How we assisted our client

We led a joint project team comprising Forvis Mazars Accounting and Tax Advisory, along with the client team and the client’s legal advisor.

We tailored a joint accounting and tax step plan, based on our client’s target structure. This comprised a numerical step plan, accompanied by technical accounting and tax papers, supporting the various elements of the step-plan. Additionally, we assisted with the preparation of the post-transaction consolidation for the two newly formed sub-groups, and the required disclosures for the financial statements.

The strong project lead provided by Forvis Mazars allowed the objectives of the group reorganisation to be achieved according to the required timetable. This was of critical commercial importance to the client, since it facilitated the submission of a bid by the newly de-merged group for a strategically important contract.

Business combinations

Sector: Energy infrastructure with assets in Africa

Company profile: Private company with turnover of $500m

Background

The company acquired a Mozambique solar power plant and the related operating service agreement and needed to determine the appropriate accounting treatment in the consolidated financial statements.

How we assisted our client

It was important to determine whether the acquisition of the power plant and service agreement were business combinations within the scope of IFRS 3, to be able to conclude whether acquisition accounting should be applied. We performed an analysis of the operations which were acquired to determine whether the operations constituted a business, and in fact, whether there was more than one business acquired.

This was an important assessment as it would ultimately lead to the requirement for a purchase price allocation exercise.

We subsequently worked closely with the Forvis Mazars valuations team to determine the accounting for the acquisition and the impact in the consolidated financial statements.

The work performed by Forvis Mazars provided certainty over the robustness of the accounting for the acquisition, the accounting policy decisions and the disclosures in the financial statements.

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