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.
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Non‑Recurring Complexity Of M&A
- Acquisitions and divestitures are inherently non-recurring and often trip complex reporting requirements.
- Even large companies can miss nuances because they don't face these transactions frequently.
Use Robust Scenario Planning
- Do use robust scenario planning for valuations given market and policy uncertainty.
- Revisit deal models frequently as interest rates, tariffs, and policy can change rapidly.
SEC And GAAP Business Definitions Diverge
- The SEC's Article 11 business definition differs from ASC 805 and is broader in focus.
- Expect different outcomes, notably in biotech, when the GAAP screen test yields an asset acquisition.