PwC's accounting podcast Inside SEC reporting: Acquisitions and divestitures
May 13, 2025
Scott Feely, a seasoned Partner at PwC and SEC reporting leader, teams up with Liz Crego, the U.S. Deals Clients and Markets leader, to delve into the complexities of SEC reporting for acquisitions and divestitures. They discuss the current volatile M&A environment, the nuances of significance tests, and the intricacies of Form 8-K reporting. Listeners will gain insights into best practices for preparing carve-out financials and the operational challenges that can arise during these transactions. This conversation is packed with practical advice for navigating the demanding landscape of M&A.
AI Snips
Chapters
Transcript
Episode notes
Prepare Audited Target Financials Early
- If significance >20% prepare audited target financials: one year for 20–40%, two years if ≥40%.
- Plan audits early because these pre‑acquisition statements must be SEC‑compliant and audited.
Account For Probable Acquisitions In Registrations
- For registration statements consider probable or recently consummated acquisitions, not just closed deals.
- You cannot go effective if a probable/recent deal exceeds 50% significance without required financials.
Voting Triggers Stricter Disclosure
- If shareholders vote on a transaction expect three years of target financials in most proxies.
- Engage legal and auditors early because votes remove many reporting accommodations.