Private Sale
- 01:58
Introducing the private sale, including deconsolidation, gain or loss on sale, debt push down, goodwill and tax
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Glossary
Asset Deal Divestitures Private sale Share Deal TaxTranscript
In a private sale, we'll assume that we're looking at a 100% sale. We're going to get rid of a subsidiary in its entirety. That means we're going to have to de consolidate the subsidiary's financials. So the group consolidated financials that we've got that big circle on screen, will now be split.
We'll now end up being the group excluding the subsidiary and a completely separate restructured subsidiary. The group excluding the subsidiary, will be owned by the existing shareholders, whereas the restructured subsidiary has been sold off and it's now owned by completely new shareholders. An important modeling and accounting point here is that the subsidiaries equity will not be deconsolidated as it does not exist in the group accounts. When you buy up a subsidiary, you consolidate its assets, you consolidate its liabilities, but you don't consolidate its equity. So because you didn't consolidate it in the first place, you don't need to de consolidate it either. You will need to show a gain or a loss on disposal. In the group income statement, if a gain on loss has been made. Prior to closing of the transaction, the subsidiary financials are shown as assets and liabilities held for sale in the group financials. Regarding debt push down, the subsidiary may be re-leverage, allowing a dividend to be paid up to the group. I.e. debt is pushed down from the group into the subsidiary, and a dividend is paid the opposite way from subsidiary up to group. Now, if the subsidiary was originally acquired maybe a few years ago, then Goodwill created from that transaction is deconsolidated, or it's if the price is below original value. Lastly, the tax treatment varies across jurisdictions. There's the potential for capital gains tax, and that's affected by.