Transaction tax brochure 112014

Transaction TaxThinking ahead

Wherever your transaction occurs, our integrated, global approach means you gain access to coordinated advice …Key considerations Transaction strategy

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tegy

We guide you through the tax implications of your transaction and help you develop alternatives to improve your company’s tax efficiency.

Buy-side transactions • Provide you with an understanding of the relevant

jurisdictional and multidisciplinary tax issues

• Offer structuring advice and alternatives to balance investor sensitivities and help you improve prospective earnings or cash flows

• Highlight opportunities for improved operational efficiencies and returns on your investment

• Help you understand and navigate tax opportunities and risk in emerging markets

• Analyze and review your historical transactions and financing structures for reputational risk

Divestiture advisory services (sell-side transactions)• Help you recognize and address tax issues early in the

process to enable you to prepare for and resolve matters in a way that helps increase returns for shareholders

• Evaluate alternative transaction structures with you in advance

• Help you understand whether and how the use of existing or embedded tax assets best positions you for a successful exit

• Identify the gain or loss in each taxing jurisdiction to assist you in determining what valuable tax attributes may be utilized

Thinking ahead: strategic tax advice throughout the capital and organizational life cycles Seeing your business the way you do lets us help your company achieve long-term success by:Thinking forward to anticipate your needs

Thinking broadly about your business strategy

Thinking beyond the transaction

By thinking ahead and understanding your organization, our Transaction Tax professionals help you navigate an ever-changing business environment and make informed decisions that align with your long-term strategy.

• Is your tax strategy aligned with your overall business strategy?

• Are you thinking about tax strategically and early enough in the decision-making process?

• Have you included tax planning as part of your strategy for acquisitions, divestments or capital market transactions?

• Have you thought beyond the transaction to understand if the integrity of the structure will be sustained?

• Do you have the appropriate tax structures in place that will help you achieve your business objectives?

• Have you considered the potential reputation risk of your tax structures?

The Capital AgendaA strong Capital Agenda must be the core of all strategic boardroom decisions. It is the framework for all the questions you ask and services we offer.

Raising: How do we win the competition for scarce capital?

Investing: How do we seize growth opportunities that others may be unable to?

Optimizing: How do we increase and maintain investor confidence?

Preserving: How do we better anticipate and adapt to market conditions as they change?

… from our strategic tax professionals who think ahead and understand the external factors that impact your business.

The CapitalAgenda

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ngInvesting

Preserving Optim

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Restructuring transactions Capital markets transactions

Succ

essWe advise you in designing, coordinating and

implementing restructuring transactions that balance your tax priorities with your overall business objectives.

Business restructuring (internal restructuring, intercompany account rationalization, legal entity rationalization)• Help you understand the tax impact associated with

realigning legal and operating structures• Identify ways to improve performance and strengthen

your business by preserving and optimizing capital• Help you eliminate unnecessary above- and below-the-

line operating and tax costs and inefficiencies• Assist your efforts to realize the value of tax assets

(such as a built-in loss or stock basis)

Distressed company restructuring• Provide planning options for bankruptcy and liquidation• Validate, and help you select and implement the

appropriate exit option for non-core activities

We collaborate with your tax, treasury and legal departments, as well as the C-suite, to understand your global capital and tax structure to help:

• Implement an efficient tax capital structure and collateral package

• Analyze and structure the tax aspects of new financings and refinancings to leverage opportunities and reduce the overall cost of capital

• Determine the timing of unamortized debt cost deductions

• Provide an understanding of debt push-down techniques• Determine the deductibility of interest• Avoid cross-border issues (such as currency control,

withholding taxes or repatriation)

• We are proactive. Our deep technical and industry experience enables us to think broadly and deliver tax advice that aligns with your business strategy. We team with you to co-develop tax planning strategies that go beyond the immediate transaction and help you make informed decisions.

• We are practical. By understanding the issues and trends that impact your overall business strategy and thinking forward to provide practical tax recommendations, we help you achieve your vision.

• We are insightful. By combining our technical knowledge with innovative and progressive thinking, we provide you with a point of view on the tax issues that matter most to your business.

• We are focused. Our global teams of tax professionals are exclusively dedicated to advising companies in the transactional setting. This enables us to focus our attention on your transaction and provide you with a deeper, more strategic transactional experience.

• We think ahead.

EY | Assurance | Tax | Transactions | Advisory

About EYEY is a global leader in assurance, tax, transaction and advisoryservices. The insights and quality services we deliver help build trust and confidence in the capital markets and in economies the world over. We develop outstanding leaders who team to deliver on our promises to all of our stakeholders. In so doing, we play a critical role in building a better working world for our people, for our clients and for our communities.

EY refers to the global organization, and may refer to one or more, ofthe member firms of Ernst & Young Global Limited, each of which is aseparate legal entity. Ernst & Young Global Limited, a UK company limited by guarantee, does not provide services to clients. For more information about our organization, please visit ey.com.

About EY’s Transaction Advisory ServicesHow you manage your capital agenda today will define your competitive position tomorrow. We work with clients to create social and economic value by helping them make better, more informed decisions about strategically managing capital and transactions in fast- changing markets. Whether you’re preserving, optimizing, raising or investing capital, EY’s Transaction Advisory Services combine a unique set of skills, insight and experience to deliver focused advice. We help you drive competitive advantage and increased returns through improved decisions across all aspects of your capital agenda.

© 2014 EYGM Limited. All Rights Reserved.

EYG No. CE0845 1408-1295027 NEED None

This material has been prepared for general informational purposes only and is not intended to be relied upon as accounting, tax, or other professional advice. Please refer to your advisors for specific advice.

ey.com

Global and AmericasDavid Sreter+1 212 773 5848 [email protected]

Asia-Pacific David Chan+852 2629 3228 [email protected]

JapanMasako Kanaya+81 3 3506 2430 [email protected]

Europe, Middle East, India and Africa (EMEIA) Michael Kunz+49 40 36 132 26253 [email protected]

David Oldknow+44 20 7951 3703 [email protected]

For a conversation about your transaction tax strategy, please contact us

Why EY