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25 Nov Spin-Offs, Split-Offs and Split-Ups

spin off split off split up

Avoiding taxable events by corporate structuring is and always should be part of the strategy of business sales and divestitures. In most instances, when assets change hands someone is taxed. Certain corporate structuring options allow for tax avoidance and other favorable terms for the business to continue forward with less risk and better overall options. Avoiding tax from a C corporation can be a major strategy when it comes time to sell companies and their assets. If the portion to be sold is part of a large corporation, an asset sale would most likely trigger taxable events at the entity level and the shareholder or owner level. If the portion to be sold is operated in a separate corporation, the stock can be sold, creating only a single taxable event. The benefit of creating different entities is not only favorable from a tax perspective, but is also helpful when different shareholders require differing needs. Finally, separating legal and operating risk between entities helps protect shareholders from the undue risk associated with having all your eggs in one basket. Here are three different strategies for creating entity structures to protect from tax and risk when selling businesses and their assets. If the explanations aren’t sufficient, the graphic above should prove helpful as well.

In most “break-up” situations, the assets from the single D corporation (or “distributing” corporation) are transferred to multiple C corporations, which are also referred to as “controlled corporations.” The stock of the “controlled” companies can be distributed to the shareholders of the distributing corporation, all tax free.

Spin-off
The distributing corporation contributes assets to a newly formed controlled corporation. This is done in return for stock of the controlled corporation. The stock in the controlled corporation is then distributed pro-rata to its shareholders.

Split-off
The distributing corporation contributes assets to a newly formed controlled corporation. This is done in return for stock of the controlled corporation. The stock in the controlled corporation is then distributed to one or more of its shareholders in redemption of stock in the distributing corporation.

Split-up
The distributing corporation contributes all of its assets to two or more controlled corporations. This is done in return for stock of the controlled corporation. The stock in the controlled corporation is then distributed to shareholders in a single liquidation event of the distributing corporation.

Diversifying assets when it comes time to sell a company is important from many perspectives, especially if you wish to legally avoid as much tax as possible when doing M&A. With the increase of capital gains tax rates, and the significant increase in businesses for sale due to retiring baby boomers selling their companies, now is certainly the time to begin talks with an M&A advisor about divesting business assets.

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Nate Nead
Nate Nead is a licensed investment banker and Principal at Deal Capital Partners, LLC which includes InvestmentBank.com and Crowdfund.co. Nate works works with middle-market corporate clients looking to acquire, sell, divest or raise growth capital from qualified buyers and institutional investors. He is the chief evangelist of the company's growing digital investment banking platform. Reliance Worldwide Investments, LLC a member of FINRA and SIPC and registered with the SEC and MSRB. Nate resides in Seattle, Washington.