Identifying a bus com accounting acquirer and why it matters

Every Tuesday in July, Jay Seliber is taking over the podcast to share insights on business combinations, which are often significant events in a company’s life cycle. Jay takes us on a journey through a deal, beginning with the complexities of the overall acquisition accounting model, then diving into some of the more complex areas—identifying the accounting acquirer, accounting for contingent consideration, and reporting with the SEC.

To continue the series, Heather and Jay are joined by Matt Sabatini to share insights on the identification of the accounting acquirer, a key judgment that impacts the remaining accounting conclusions in the acquisition model.

In this episode, you’ll hear:

• 1:46 - A discussion of the importance of determining the account acquirer as the starting point, and the downstream implications of that determination
• 3:50 - An overview of the accounting framework from the acquirer’s perspective and the intersection with consolidation standards 
• 6:18 - Insights on performing a control assessment and a discussion of key indicators of control
• 17:30 - Accounting for the newco created as a result of a business combination
• 25:01 - The distinction between the legal acquirer versus accounting acquirer, including the financial reporting implications of that distinction, and the complexities of “reverse mergers”
• 34:40 - Final advice for clients dealing with business combinations

For more information, read chapter 2 of our Business combinations guide. Additionally, check out our prior podcasts on the VIE accounting model and the prior podcast in this miniseries. 

Jay Seliber is a partner in PwC’s National office. He leverages over 30 years of experience to help clients with their most complex accounting matters, particularly in the areas of mergers and acquisitions, revenue recognition, stock compensation, earnings per share, employee benefits, restructurings, impairments, and financing transactions. Jay is presently PwC's representative on the FASB's Emerging Issues Task Force.

Matt Sabatini is a partner in PwC's National office who helps clients and engagement teams navigate the accounting and financial reporting for complex transactions. He specializes in the accounting for M&A, corporate reorganizations, recapitalizations, joint ventures, and other investments.

Heather Horn is PwC’s National office thought leader, responsible for developing our communications strategy and conveying firm positions on accounting and financial reporting matters. She is the engaging host of PwC’s accounting and reporting weekly podcast and quarterly webcast series. With over 30 years of experience, Heather’s accounting and auditing expertise includes financial instruments and rate-regulated accounting.

Transcripts available upon request for individuals who may need a disability-related accommodation. Please send requests to us_podcast@pwc.com.