Thursday, February 25, 2010

Tax Implications of Bankruptcy

One thing that I've always been fascinated with (and need to look into more) is mergers and acquisitions. However, in this environment of post-financial crisis recovery, the M&A environment is very different that what it was previously. Particularly, there was a good window recently of purchasing companies at a 50% off sale with equity prices so low if only you had the cash to do it.

One thing we discussed in financial modeling courses I've taken looks at modeling Tax Loss Carry Forwards (TLCF, Canadian) and Net Operating Loss (NOL, American).

As a financial acquirer (rather than a strategic acquirer), I wonder if there are any vulture funds which specialize in purchasing bankrupt companies if only to get their hands on their TLCF / NOLs. Obviously, there are some concerns, including the laws, regulations and transfer rules for obtaining these credits as well as what the capital structure of the acquiring company looks like. I'd imagine that the equity would be worthless (or trading like an option) and the debt would be trading for pennies on the dollar.

Especially with so many failed entrepreneurial ventures, there must be a sea of dead companies which should at least be as valuable as their potential tax credits. This could also potentially reduce the exit cost of early stage companies (for early investors to at least recoup the cost of the tax credits for all losses taken).

Having said that, would it be a potentially good idea to go out looking for strong companies to purchase distressed companies if only to utilize their tax credits? That is to say to purchase these companies only for their deferred tax assets. Or some other metric like break up value or price to book.

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