The firm is reputed for its in-depth analyses, the relevance of its packages and the innovative character of its positions, becoming a reference in certain sectors, such as the audiovisual industry.
Several international big businesses have called upon RBA’s specialized expertise during their lifecycle, on subjects as diverse as international restructuring, litigation resolution, national and international legal restructuring,…
These special, sometimes flagship, operations led by RBA represent a third of the firm’s activity, a substantial percentage for a firm of human proportions. They contribute to promoting RBA’s good reputation and to providing a firm base for dealing with a variety of subjects in a specialized way.
« I met the RBA associates for the first time about 15 years ago, when I was in charge of Liberty Surf’s external growth operations/activities. The advice given by RBA at the time has proved both judicious and precious, not just for the company, but also for its shareholders and management teams.
Today, as part of my responsibilities as a Mid Cap M&A Manager for Crédit Suisse, I was involved in a company transfer and was able to see first-hand that RBA’s clients still trust the firm immensely. It was a great pleasure for me to lead this transaction successfully with RBA.” »Manuel Lasry - CREDIT SUISSE (Luxembourg) S.A., overseas branch (France) - Mid Cap M&A Manager
Case of a flagship project: transfer of a listed distribution company.
Definition of the definitive selling price
The parties reached an agreement on the definitive selling price.
Reconcile French and US tax rules in a leveraged buyout.
To propose the optimal structure of the transaction.
A client (natural person), residing in the USA, owned a building which was rented to a company operating a hotel in Paris (SH).
Wishing to acquire the hotel’s operating company via an LBO, it was decided to form a holding company in order to purchase the equity in the hotel including the building.
The holding company (H) should then become the head of the group, integrated with SH.
Under French tax regulations, the transfer of the property to H is exempt from tax and social contributions on the capital gain due to the length of the ownership.
Under US tax law, the capital gain on sales of property is taxable unless SH is a company that is not subject to corporation tax.
Such a solution, would however deny the desired tax consolidation and the parent-subsidiary dividend scheme from SH to H, which is necessary to repay the financing credit required for the acquisition.
Together with the customer’s US consultant, RBA proposed the creation of an SASU (Société par Actions Simplifiées Unipersonnelle / Simplified Limited Company) which although it is subject to corporation tax allows to apply the “check-the-box” regulation in the US, resulting in the delay of the taxation of capital gain on the sale of the building.