Tax is a key component of any business restructuring and should be considered at the earliest opportunity to ensure efficiency and preserve maximum value for your stakeholders.
With in-depth tax restructuring knowledge and experience across all sectors, Teneo supports businesses across the globe in their restructuring endeavours, both preserving and creating value through tax efficient structuring and planning.
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Debt Restructuring Transactions
Mitigating Cash Tax on Debt Forgiveness
It is critical to avoid cancellation of indebtedness income. Various exemptions exist but require careful planning to ensure they apply.
Avoiding Tax on a Debt Buy-back
Tax rules can trigger a deemed release on a debt buy-back or where a lender is or becomes connected to a borrower when the debt is impaired.
Preserving Value in Tax Attributes
Existing tax losses can be forfeit on a change of ownership if there is also a major change in the nature or conduct of a business’ trade or a significant increase in its capital.
Navigating Accounting Issues
A modification of debt terms can result in taxable accounting credits to a company’s income statement. “Substantial” modifications resulting from corporate rescues are exempt, but advice is essential.
Mitigating the Risk of Secondary Liabilities
Tax legislation often contains secondary liability provisions whereby unpaid tax can be charged to a third party (new owners, other group companies, even directors personally).
Minimising Tax as a Transaction Cost
If a restructuring transaction involves the sale of companies, whether businesses or assets (see below), minimising capital gains and transaction taxes is critical to avoid further value leakage to stakeholders.
General Transactional Issues
- Devise and deliver tax-efficient overall deal structures in an accessible format.
- Real time input to negotiations between principals to secure best tax outcomes.
- Support case for tax relief for transaction costs and recovery of associated VAT.
- Seek Revenue authority clearances as appropriate.
- Contribute to negotiation of legal documentation.
- Mitigate tax on gains on disposal of shares.
- Identify and mitigate tax risks arising from historic transactions (avoid deferred tax liabilities that result in “price chips”) .
- Preserve and maximise value from tax losses and other attributes.
- Avoid de-grouping charges relating to previous intra-group transfers of assets.
- Consider what tax warranties or indemnities may be offered.
- Mitigate tax on gains on disposal of assets.
- Realise cash tax value on sale of deferred tax assets, particularly tax depreciation.
- Mitigate stamp or other capital duty costs to avoid forced price adjustments.
- Mitigate irrecoverable VAT/sales taxes.
- Consider packaging assets in an SPV if this helps preserve value.
- Design tax efficient holding structures.
- Devise optimal financing structures for each jurisdiction.
- Minimise withholding tax costs on intra-group cash repatriation or on external interest, dividends and royalties.
- Develop tax efficient management incentives to align interests and minimise costs for turnaround.
When to Reach Out
Our core team of experienced restructuring tax professionals advise on transaction types across all industries and geographies. We offer a tailored package to support your specific business requirements.
When to Reach Out
We provide tax support at any point within a business cycle or restructuring process, but we recommend reaching out to us as soon as a restructuring opportunity is identified.
Details of the entity providing services, legal and regulatory information in respect of the Teneo entity are also included in our engagement letters.
Teneo Financial Advisory (DIFC) Limited is authorised and regulated by the Dubai Financial Services Authority for the provision of Advising on Financial Products or Credit and Arranging Credit or Deals in Investment services
Specific information relating to our regulated entities which provide services to clients is detailed below:
|Registered Name||Legal Form||Registration Location and Reference||Registered Office||Data Protection||Regulator(s)||Professional Indemnity Insurance|
|Teneo Financial Advisory Limited||Limited Company||England & Wales, 13192958||5th Floor, 6 More London Place, London, SE1 2DA||UK - ZA920639||The Institute of Chartered Accountants in England and Wales (“ICAEW”) C008873136. All insolvency practitioners are licenced by the ICAEW. ICAEW Designated Professional Body licence for a range of investment business activities.||Details of the professional indemnity insurer can be provided on request.|
|Teneo Securities LLC||Limited Liability Company||USA - Delaware||280 Park Avenue, 4th Floor, New York, NY 10017||N/A||Financial Industry Regulatory Authority (FINRA) #151256. Securities and Exchange Commission (SEC).||Details of the professional indemnity insurer can be provided on request.|
Teneo Securities LLC’s Business Continuity Planning
Teneo Securities LLC has developed a Business Continuity Plan (“BCP”) on how we will respond to events that significantly disrupt our business. Since the timing and impact of disasters and disruptions is unpredictable, we will have to be flexible in responding to actual events as they occur. With that in mind, we are providing you with this information on our BCP.
The Firm has developed and installed a BCP in the case of any business disruption that causes the Firm to have limited or no communications with its employees or customers. Our plan anticipates two types of business disruptions, internal disruptions which affect only our Firm’s ability to do business (such as a fire in our building) and external disruptions that prevent the operation of securities markets or other firms (such as natural disasters or acts of war).
The Firm intends to stay in business during both internal and external disruptions due to the fact that the Firm employees can conduct Firm related business from alternate off-site physical locations and the Firm maintains an alternate location for the maintenance of its books and records. We anticipate that the Firm will recover from internal business disruptions within 24-48 hours. An outage due to an external business disruption may be longer and is beyond the control of the Firm. However, the Firm will endeavor to resume business as soon as it is possible for the Firm to establish business operations from alternate off-site physical locations.
The Firm’s BCP specifically addresses the following areas related to Firm operations:
- Data back-up and recovery (hard copy and electronic);
- All mission critical systems;
- Procedures to test and determine the Firm’s ability to do business (i.e., financial and operational assessments);
- Alternate communications between customers and the Firm;
- Alternate communications between the Firm and its employees;
- Alternate physical location of employees;
- Critical business constituent, bank, and counter-party impact;
- Regulatory reporting; and
- Communications with regulators.
If you have questions about our business continuity planning, you can contact us (212) 886-1600.