Transaction Questions
Hey guys, had a few transaction related questions.
-For a carveout deal where stock is used as consideration, are the shares of the acquirer always distributed to the shareholders of the target? Or do the shares ever stay on the BS of the remaining target company? If so, how is this determined?
-In an LBO, why are the transaction expenses netted from retained earnings to get to a closing BS, but they seemingly aren't ran through the income statement? For an example transaction close on 12/31/22, the closing BS on that date has the transaction expenses netted out of retained earnings, but the income statement for calendar year 2022 doesn't have them flowing through?
On 1) it depends on multiple factors. Buyer type is number 1. If carve out by a sponsor out of a listed Co where there is a stake retained, you wouldn’t distribute to shareholders for example. Tax is another consideration.
On 2) some fees are taken straight against equity (e.g. ECM costs). Other flow through P&L (e.g. advisory costs). It’s a line by line discussion and varies. Not sure what mode you look at but I’d be careful about templates for this
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