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M&A Modeling Complexities

M&A Modeling Complexities explores tax deduction of options, working capital adjustments, currency issues, and asset step ups and deferred tax liabilities. As well as the present value of synergies to premium paid, and return on invested capital.

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13 Lessons (38m)

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  • Description & Objectives

  • 1. Tax Deduction of Options

    02:05
  • 2. Tax Deduction of Options Model

    02:36
  • 3. BS Consol and NCI - 2 Methods for Goodwill Calculation

    03:14
  • 4. Goodwill Calculation When Creating NCI Workout

    03:02
  • 5. WC Adjustments in Acquisitions

    02:04
  • 6. WC Adjustments in Acquisitions Model

    05:06
  • 7. Different Year-ends Means Calendarizing

    02:07
  • 8. Different Year-ends Means Calendarizing Workout

    03:28
  • 9. Asset Step Ups and Deferred Tax Liabilities

    01:24
  • 10. Asset Step Ups and Deferred Tax Liabilities Model

    02:46
  • 11. Output - Synergies vs. Premium Paid Workout

    03:01
  • 12. Flexible Deal Date

    03:59
  • 13. Flexible Deal Date Model

    03:47

Prev: Earnouts Next: Advanced M&A Modeling

Tax Deduction of Options

  • Notes
  • Questions
  • Transcript
  • 02:05

Understand how companies can take advantage of the tax shield generated by exercised options.

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Glossary

Gain on Exercise Options Exercised Tax Shield
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Transcript

Tax deduction of options is a benefit that some companies may enjoy.

It comes about because gains on options are taxable and they're paid by the option holder.

So if a company has given an employee some options, then it's the employee's duty to pay that tax.

However, in some cases where the options are structured as non-qualified, the company can deduct the gain.

The option holder enjoys against taxable income.

So basically the tax authorities have said we're going to receive some tax from the employee.

We will give that back as a benefit to the company so the tax authorities end up in a neutral position.

The company will get the tax benefit, though only when the options are exercised.

So let's have a look at an example.

In the top box here, we've got the individual.

The individual has 10 options with a strike price of 12 and a share price of 14.

They're thus in the money.

The gain on exercise enjoyed by the individual is 14 minus 12, which is two.

That's the gain per option times by 10 options giving us a total gain of 20.

That employee thus has to pay tax on that at 30%, and they have to pay tax of six.

Now let's go to the company's perspective.

The cost of buying out the options from the employee is 20.

They have to hand the gain to the employee, but because of that tax that's paid by the employee, there's a tax shield generated that the company can use against taxable income.

Thus, the cost of 20 is slightly offset by the six, and the net cost of buying out the options is 14.

Now the options have to be structured correctly for this to be the case.

In an acquisition situation, this would be found out during the tax due diligence.

But as we can see from the cost of 20 reducing down to 14, if a company was looking to acquire a target and there were lots of options that had to be purchased, this tax shield generated could make a significant reduction in the acquisition price.

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