Ogle International Tax Advisors provides tax advisory services relating to multinational mergers and acquisitions. They have both CPA and attorney professionals with experience at Big 4 firms and Fortune 500 companies. Their services include tax due diligence, reviewing tax provisions, and advising on tax-free reorganizations. They assist in both planning and compliance to simplify technical complexities around international M&A tax issues.

1. Delivering U.S. International Tax Advice Relating
to Multinational Mergers & Acquisitions

2. OGLE INTERNATIONAL TAX ADVISORS
www.ogleintltax.com
OUR INTERNATIONAL TAX
PRACTICE INCLUDES BOTH CPAS
AND ATTORNEYS WITH BIG 4 AND
FORTUNE 500 EXPERIENCE. OUR
PROFESSIONALS ARE DEDICATED
TO THE HIGHEST STANDARDS OF
SERVICE AND COMMITTED TO
EXCELLENCE. WE HAVE CREATED
A CULTURE THAT IS BASED ON
TEAM BUILDING, INDIVIDUAL
EMPOWERMENT, AND LEADERSHIP.

3. M&A TAX ADVICE
Ogle International Tax Advisors specialize in advising multinational
companies on international tax matters. Our clients include both
public and privately held businesses. We also assist other regional
CPA and Law firms who do not have expertise in international tax.
Our multinational M&A tax planning and compliance services
include but are not limited to the following areas:
Delivering U.S. International Tax Services to Global Clientele
Performing M&A tax due diligence,
Reviewing tax provisions in acquisition agreements,
Providing tax planning solutions in both the pre and
post merger periods,
Advising on tax free and partially tax free acquisitive
reorganizations, and
Advising on tax divisive strategies including spin-offs,
split-offs and split-ups.
By offering both international tax planning and compliance services,
we simplify the technical complexities our clients face in the area of
multinational M&A.
M&A TAX CONSIDERATIONS
Taxpayers can acquire or combine businesses organized in corporate
form in a number of ways. For an acquisition or business combination
to be wholly or partially tax free, the transaction usually must qualify as
a reorganization under Internal Revenue Code Section 368(a)(1).
Sections 368(a)(1)(A) through 368(a)(1)(G) and the underlying Treasury
Regulations define the different types of tax-free reorganizations and
specify the different requirements that must be satisfied for a particular
transaction to qualify as a tax-free reorganization.
Corporate Office: 8130 Lakewood Main Street, Suite 208, Bradenton FL 34202 (T) 941.361.1147 (F) 941.827.9929
Miami Office: Waterford Business Park, 5201 Blue Lagoon Drive, Miami FL, 33126 (T) 305.671.3179 (F) 305.402.0552

4. M&A TAX ADVICE
The different types of reorganizations in Sections 368(a)(1)(A) through
368(a)(1)(G) can very generally be differentiated as follows:
Type A - “Acquisitive” - statutory mergers or consolidations including
“Triangular Type A” and “Reverse Type A Triangular” mergers
Type B - “Acquisitive” - acquisitions of stock of target for voting stock
of the acquiring corporation
Type C - “Acquisitive” - acquisitions of assets of target for voting stock
of the acquiring corporation
Type D - “Divisive” - results in the division of a single corporation into
two or more separate entities
Type D – “Nondivisive” - results in certain transfers of substantially all
assets from one corporation to another, followed by liquidation of the
first corporation
Type E - “Nonacquisitive / Nondivisive” – recapitalization
Type F - “Nonacquisitive / Nondivisive” – change in identity, form, or
place of incorporation
Type G - “Nonacquisitive / Nondivisive” - transfers of a corporation’s
assets to another pursuant to a bankruptcy reorganization plan
In general, it is only after all of the requirements of a particular
reorganization are satisfied that an M&A transaction may qualify as
wholly or partially tax free. In addition for most reorganizations, there
are four nonstatutory requirements that generally must be satisfied:
continuity of interest, continuity of business enterprise, business purpose
and plan of reorganization.
The basic statutory requirements for qualifications as a tax-free
acquisitive reorganization generally differ, depending on the
particular type of reorganization at issue, and relate to, for example,
the quantum of stock or assets that must be acquired, the consideration
that the acquiring corporation must use, or the post-acquisition actions
that must be taken by the target.
4 | OGLE INTERNATIONAL TAX ADVISORS DELIVERING U.S. INTERNATIONAL TAX SERVICES TO GLOBAL CLIENTELE

5. M&A TAX ADVICE
In the cross-border context (inbound, outbound and foreign to foreign
reorganizations), Sections 367(a) and 367(b) can apply to require gain
recognition or to impose tax in connection with transactions that
otherwise are tax free. As a practical matter, Sections 367(a) and (b)
can both apply in the context of any otherwise tax-free reorganization
where either the acquiring corporation, the acquiring corporation’s
immediate parent, and/or the target corporation are foreign.
POST M&A TAX CONSIDERATIONS
The complex and technical tax planning issues and considerations
addressed during the M&A period extend to the post M&A period after
the acquisition is complete. At Ogle International Tax Advisors, we have
the experience to advise and assist clients during the post M&A period.
For example, it has generally been our experience that when one
U.S.-based multinational group acquires another U.S.-based multinational
group, they frequently have overlapping foreign operations, conflicting
transfer pricing methodologies, and inconsistent repatriation practices.
In addition, each group may have various beneficial U.S. and foreign
tax attributes such as U.S. or foreign net operating losses, research and
experimentation credits, foreign tax credits, and earnings and profits
deficits.
After the acquisition closes, it will be necessary or at least desirable to
consolidate or restructure the two groups' formerly separate operations
to achieve tax and operational efficiencies. The first step in any such
post acquisition foreign consolidation or restructuring is to consider how
the business objectives of the original acquisition impact post acquisition
planning and then focus on the operational needs and objectives of the
consolidated businesses.
WWW.OGLEINTLTAX.COM | 5

6. M&A TAX ADVICE
TAX FORMS
In general, the U.S. Treasury Regulations require that
certain detailed information statements be attached
to U.S. tax returns when a multi-national M&A transaction
occurs. Also, certain U.S. tax forms may also be required:
Form 926, “Return by U.S. Transferor of Property to a
Foreign Corporation”
Form 966, “Corporate Dissolution or Liquidation”
Form 8023, “Elections Under Section 338 for
Corporations Making Qualified Stock Purchases”
Form 8806, “Information Return for Acquisition of
Control or Substantial Change in Capital Structure”
Form 8838, “Consent to Extend the Time To Assess Tax
Under Section 367 – Gain Recognition Agreement”
We are experienced in preparing these and other IRS
forms that permit a seamless approach in combining the
international tax planning and compliance functions with
one advisory group.

8. www.ogleintltax.com