Eight Advisory Tax Belgium hosts tax experts in all tax matters that come into play in a transaction environment. We have in-depth, hands-on experiences with complex international engagements in a variety of sectors for both private equity as corporates.
Providing practical and pragmatic solutions in an integrated manner is our goal.
Our tax services consist of
Tax Due Diligence (Sell- and Buyside)
We provide tax due diligence services in line with your business needs, which comprise.
- In-depth tax review of both the Belgian and foreign companies of the target group;
- The quantification of identified tax risks bearing in mind an agreed materiality threshold, estimation of their likelihood and a pragmatic set of recommendations on how to deal with these risks;
- Writing our conclusions in a report adapted to your needs (“Red Flag”, “Long Form”, etc.) favouring a practical and comprehensive approach.
Having performed the tax due diligence, we are well placed to assist you with the review and negotiation of tax clauses in the share purchase agreement (SPA) and/or the W&I insurance, in coordination, to the extent necessary, with the legal advisors. This is to ensure that these clauses provide adequate protection against the tax-related risks identified during our tax due diligence.
Of course, a tax review of all the legal documentation related to the transaction is recommended as well. This concerns among others, the review of a “term sheet”, the letter of intent, a service-level agreement, etc.
We work together with you, as a Seller, to review the Belgian and foreign companies to be transferred.
When doing so, we prepare sell-side reports in a format adapted to your needs, which may take the form of:
- a Tax Fact Book, representing the tax situation of the company, assistance with the SPA negotiations and sell-process, or
- a Tax Vendor Due Diligence report, presenting the tax situation of the company along with an overview and description of identified tax risks (risk quantification and rating) on which reliance can be provided towards, among others, banks or other debt providers.
A Tax Fact Book is often accompanied by a so-called vendor assistance, where we will provide an overview of tax topics that need attention and ways to mitigate or reduce any tax risks. In some cases, we provide scenario-planning on what to expect from an acquisition structuring perspective or pre-deal tax services on carve-out planning.
(International) Tax structuring
Combining information gathered during the tax due diligence with your business drivers (e.g., sources & uses) allows us to design an optimal acquisition scenario.
We analyze the tax impact of debt funding (interest deductibility), location of the acquiring company, transfer taxes, WHT exemptions and reductions, use of tax attributes, double tax treaties, creation of tax groups etc. to (i) finetune your bid and (ii) to optimize integration and profit repatriation post deal. It is not uncommon to secure certain tax items by obtaining a ruling (in Belgium and/or foreign countries).
Our acquisition structuring reports and tax models can be relied upon by banks or other debt providers.
Tax Impact of Integration, Restructurings and Carve-outs
Much of the value in a transaction environment is unlocked when integrating the target. Aside from operational integration, also integration on the legal and tax side is required. This often entails having a brainstorm session on various scenarios entangling on how to align the operational needs, compliance burden and timing constraints with achieving the desired legal and tax set-up. Subsequently a report is drafted listing the preferred scenario(s), which can be a combination of asset deals, internal sales of shares, mergers, de-mergers, contributions and alike, as well as the creation of tax groups, eliminating or streamlining intra-group flows and reviewing the VAT set-up.
Carve-out planning on an international scale is part of our offering as well and requires a similar approach.
We provide tax assistance for funds at all stages of the fund lifecycle. We aim to devise a structure that meets the tax requirements of all parties involved in the deal.
It is of the utmost importance that as from the creation of the fund and the raising of capital, up to the deal structure and eventual exit, the fund is structured in a tax efficient and tax sustainable way. In order to achieve this goal, our team considers ongoing developments at both the national and international level (e.g., OECD and EU level) that may impact the fund.
From a tax point of view, the acquisition of real estate, either directly or indirectly, is rather specific. We help clients in assessing transfer tax, VAT and CIT implications of different scenarios to explore the most desirable option for acquiring real estate (e.g., share deal vs asset deal).
Companies in Distress
Assisting (or acquiring) companies in distress requires a specific skill set and approach given the time constraints and specific focus on cash at hand. We can help in safeguarding much needed cash by optimizing tax inefficiencies (e.g., minimize tax leakage upon a waiver of debt, requesting payment terms, analyzing VAT positions) and by reviewing the impact of additional/revised debt levels (WHT implications, interest deductibility, …).
Regular Tax Advice and Tax Strategy
Given our expertise we have profound in-depth tax knowledge on matters such as international tax, R&D incentives, group consolidation, ETR-planning etc.
Tax Review of Valuations
- Review of the value analysis in relation with transactions in order to ensure that the latter is consistent with the tax authorities’ methodologies
- Review of fair market valuation to determine if the contribution value, the purchase price used for an intragroup sale or the merger exchange ratio is consistent with tax authorities’ methodologies
- Review of brand and other intangible assets valuations to ensure that they are consistent with tax authorities’ methodologies.
We seamlessly work together with your financial and legal advisors engaged in the valuation and the drafting of the legal documentation.