Merger model questions: pass through entity (S corp) into C corp
Hi all,
I'm working on a merger model for a merger between a pass through entity(S corp) and C corp, and I find myself in unfamiliar territory. Can any of you point me in the direction of materials on the subject? A couple questions I have:
correct process for normalizing historical S corp earnings for owner's compensation (not included above the line in their historical financials) - and most importantly - how to adjust (or if i should adjust) historical financials for taxes (should I apply C corps tax rate to S corps past financials?)
determining optimal deal structure (taxable/non-taxable)
If you know of a good resource/reference on the topic, I would greatly appreciate your help!
Thanks, Ven
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StatementStudies.com and other resources provide you with benchmark data regarding compensation. You can also contact ERI. They perform studies for this very thing, by region.
Typically I include a PTE benefit, but for a merger you'll have to compare apples to apples. I would make normalizations and then tax effect the earnings unless their is a specific tax play that they're aiming for. Make sure you don't leave money on the table.
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