International GAAP® 2019: Generally Accepted Accounting Practice under International Financial Reporting Standards
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transaction at that date.
4
ACCOUNTING FOR TRANSACTIONS UNDER COMMON
CONTROL (OR OWNERSHIP) INVOLVING A NEWCO
4.1 Introduction
The receiving entity in a common control transaction involving the transfer of control
over one or more businesses is not always an existing entity, but could also be a newly
formed entity (or Newco). This raises particular questions since IFRS 3 indicates that a
new entity formed to effect a business combination is not necessarily the acquirer. If a
new entity issues equity interests to effect a business combination, one of the combining
entities that existed before the transaction shall be identified as the acquirer by applying
the guidance in paragraphs B13-B17. In contrast, a new entity that transfers cash or other
assets or incurs liabilities as consideration may be the acquirer. [IFRS 3.B18].
Whether a Newco can be identified as the acquirer may be relevant to determine if a
transaction is a business combination and thus within the scope of IFRS 3 (unless
otherwise excluded). The standard defines a business combination as ‘a transaction or
other event in which an acquirer obtains control of one or more businesses’.
[IFRS 3 Appendix A]. This requires one of the combining entities to be identified as the
acquirer. IFRS 3 also states that ‘the accounting acquiree must meet the definition of a
business for the transaction to be accounted for as a reverse acquisition’. [IFRS 3.B19].
Since a Newco does not have its own operations, it would not be a business as defined.
Accordingly, if a Newco combines with only one business, neither party might be
capable of being identified as the acquirer under IFRS 3 and the transaction would not
be a business combination.
Whether a Newco can be identified as the acquirer is also relevant if the acquisition
method is applied. When, for example, a Newco combines with two businesses and is
identified as the acquirer, acquisition-date fair values would be attributed to the assets
acquired and liabilities assumed of both existing businesses, and any goodwill or a gain
on a bargain purchase relating to those businesses would be recognised. In contrast, if
Newco itself is not the acquirer under IFRS 3, one of the existing businesses must be
identified as the acquirer and the acquisition method of accounting would be applied
only to the other business.
IFRS 3 does not specify in which circumstances a Newco that effects a business
combination other than through the issue of shares may be the acquirer, but it is clear
that ‘control’ is the fundamental concept when identifying an acquirer. This is discussed
further in Chapter 9 at 4.1.1. The analysis requires careful consideration of all facts and
circumstances, and ultimately depends on whether a Newco can be considered as an
extension of the party (or parties) that ultimately gains control over the combining
entities. In common control transactions, however, there is typically no change of
Business combinations under common control 731
ultimate control over the transferred business or businesses. In that situation, a Newco
would not be identified as an acquirer under IFRS 3.
That conclusion might be different when a reorganisation involving a Newco is used
to facilitate an external sale or IPO. That is, if the transfer under common control is
an integral part of another transaction that ultimately results in a change of control
over the transferred business or businesses, the facts and circumstances may be such
that a Newco could be regarded as the acquirer under IFRS 3. This situation is
illustrated in Example 9.8 in Chapter 9, where the transfer of two businesses from a
parent to a newly incorporated entity for cash (i.e. under common control) is
contingent on the completion of an IPO of that Newco. In this scenario, the parent
loses ultimate control over the two businesses and Newco could in effect be
considered as an extension of its new shareholders after the IPO. However, if the
change of control is only planned, but not an integral part of the transaction, Newco
would be viewed as an extension of the parent (or possibly the transferred businesses)
and would not be the acquirer.
While the Interpretations Committee discussed a few similar fact patterns in 2011, it
ultimately observed that the accounting for arrangements involving the creation of a
newly formed entity and for common control transactions is too broad to be addressed
through an interpretation or an annual improvement. The Interpretations Committee
concluded that these matters would be better considered in the context of a broader
project on accounting for common control transactions.7 In December 2017, the IASB
tentatively decided that transactions followed by or conditional on a future sale or IPO
are included within the scope of its research project on business combinations under
common control (see 6 below).
The discussion at 4.2, 4.3 and 4.4 below addresses different scenarios involving a
Newco. While this chapter mainly deals with transactions under common control,
Examples 10.11, 10.12 and 10.14 below also discuss the accounting treatment where the
same group of shareholders owns the combining entities before and after the
transaction, but without a single shareholder, or sub-group of the shareholders by virtue
of a contractual arrangement (see 2.1.1 above), having control. All of the examples
at 4.2, 4.3 and 4.4 below assume that all entities are owned 100% by the party or parties
at the top of the particular structure.
4.2
Setting up a new top holding company
In Examples 10.11 and 10.12 below, a new holding company has been inserted between
shareholders and an existing group or a series of entities with common ownership (but
not necessarily common control). At 4.2.1 below, Newco issues shares to effect the
transaction and is not identified as the acquirer in either case. However, the accounting
consequences may differ depending on whether or not the transaction represents a
business combination according to IFRS 3. Transactions such as this may also be
effected for consideration other than shares or a combination of shares and other
consideration. Arrangements in which Newco transfers cash or other assets or incurs
liabilities are discussed at 4.2.2 below.
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4.2.1
Setting up a new top holding company: transactions effected through
issuing equity interests
Example 10.11: Newco inserted at the top of an existing group
A Newco is incorporated and inserted at the top of an existing group, which is a business as defined in IFRS 3.
Newco issues shares to the existing shareholders of Entity A in exchange for the shares already held in that entity.
There are no changes to the shareholder group. The group structure before and after this transaction is as follows:
Before
[A Shareholder group]
A
B
C
D
After
[A Shareholder group]
Newco
A
B
C
D
How should this reorganisation be accounted for in Newco’s consolidated financial statements?
In m
any situations, this type of transaction will not be ‘under common control’ since there will be no
contractual arrangement between the shareholders (see 2.1.1 above). However, whether there is common
ownership or common control by one individual, or a sub-group of the shareholders, over the combining
parties is irrelevant in this specific scenario.
The transaction does not meet the definition of a business combination under IFRS 3, because neither Newco
nor Entity A can be identified as the acquirer. Newco cannot be identified as the acquirer as it issues shares
to effect the combination. Entity A cannot be identified as the acquirer (in a reverse acquisition) as Newco is
not a business as defined. On that basis, the transaction is outside the scope of IFRS 3.
Applying the IAS 8 hierarchy, Newco cannot elect to apply the acquisition method as set out in IFRS 3 since
the transaction does not result in any change of economic substance (e.g. in terms of any real alteration to the
composition or ownership of the group). Accordingly, the consolidated financial statements of Newco reflect
that the arrangement is in substance a continuation of the existing group. Any difference in share capital is
reflected as an adjustment to equity.
In Example 10.11 above, the transaction does not represent a business combination as
none of the combining parties can be identified as the acquirer according to IFRS 3.
This is because Newco issues equity interests to obtain control of only one business.
Business combinations under common control 733
In Example 10.12 below, whilst Newco still issues shares to effect the transaction, the
combination involves more than one business.
Example 10.12: Newco inserted at the top of entities owned by the same
shareholders thereby creating a new reporting group
A Newco is incorporated and inserted at the top of a number of entities owned by the same shareholders.
Newco issues shares to the existing shareholders of Entities B, C and D in exchange for the shares already
held in those entities. Entities B, C and D are businesses as defined in IFRS 3. The group structure before
and after this transaction is as follows:
Before
[X Shareholder group]
[X Shareholder group]
[X Shareholder group]
B
C
D
E
F
After
[X Shareholder group]
Newco
B
C
D
E
F
How should this reorganisation be accounted for in Newco’s consolidated financial statements?
Unlike the situation in Example 10.11 above, this transaction meets the definition of a business
combination under IFRS 3. Entity B and sub-groups C and D (each a business as defined) have been
brought together to form a new reporting entity under a new parent entity (Newco). Accordingly, the
transaction is within the scope of IFRS 3 unless otherwise excluded. In this context it is relevant
whether Entities B, C and D are under common control (that is not ‘transitory’ – see 2.1.2 above) or
just under common ownership.
If the transaction satisfies the description of a business combination under common control, it is outside
the scope of IFRS 3. In practice, this type of transaction may be under common control since the number
of shareholders will generally be relatively few. Accordingly, there may well be one individual, or a
sub-group of the shareholders with a contractual arrangement, who controls Entities B, C and D. The
scope exclusion applies as long as that common control is not transitory. In that case, subject to certain
conditions (see 3.1 above), there is an accounting policy choice between the pooling of interests method
and acquisition method.
If Entities B, C and D are not under common control (or if common control is transitory), then the business
combination is within the scope of IFRS 3 and the acquisition method must be applied.
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Pooling of interests method
If the pooling of interests method is used, the assets and liabilities of all combining parties will be reflected
at their predecessor carrying amounts. The application of this method is discussed at 3.3 above.
Acquisition method
If the acquisition method set out in IFRS 3 is used, Newco cannot be the acquirer as it issues shares to effect
the combination (and there is no change in control arising). Accordingly, one of the pre-existing entities
(Entity B, C or D) will need to be identified as the acquirer (see Chapter 9 at 4.1). If, for example, Entity B
is identified as the acquirer, the consolidated financial statements of Newco are effectively a continuation of
Entity B, and will reflect pre-combination carrying amounts for Entity B and acquisition-date fair values of
the assets acquired and liabilities assumed, together with any resulting goodwill, for sub-groups C and D.
The financial information presented in those financial statements for periods prior to the acquisition date is
that of Entity B. Newco cannot be accounted for as acquiree in a reverse acquisition, because it is not a
business as defined. The application of the acquisition method is discussed generally in Chapter 9 and for
business combinations under common control specifically at 3.2 above.
4.2.2
Setting up a new top holding company: transactions involving
consideration other than equity interests
In Examples 10.11 and 10.12 above, a Newco has been inserted between shareholders
and either an existing group or a series of entities with common ownership (but not
necessarily common control). In neither case could Newco itself be identified as the
acquirer under IFRS 3, since it issued equity interests to effect the combination. Even
if a Newco transferred cash or other assets or incurred liabilities as consideration,
Newco is generally not the acquirer and the way in which the transaction is accounted
for would not change.
Only in limited circumstances would it be possible to identify Newco as the acquirer
under IFRS 3, as discussed at 4.1 above. This might happen, for example, if the
transaction was contingent on completion of an IPO that resulted in a change of control
over Newco. In that case, the application of the acquisition method would result in fair
values being attributed to the assets acquired and liabilities assumed of the existing
businesses, and the recognition of goodwill or a gain on a bargain purchase relating to
those businesses.
Unless the acquisition method is applied, any cash (or other form of consideration) paid
to the shareholders is effectively a distribution and should be accounted for as such. If
the acquisition method can be applied, any cash paid to the shareholders in their
capacity as owners of the identified acquirer is accounted for as a distribution. Any cash
paid to the shareholders as owners of the acquirees forms part of the consideration
transferred for the entities acquired. Determining whether cash is paid to shareholders
in their capacity as owners of the identified acquirer or as owners of the acquirees may
require judgement.
4.3
Inserting a new intermediate parent within an existing group
In Example 10.13 below, a new intermediate holding company has been inserted within
an existin
g group, so as to form a new sub-group.
Business combinations under common control 735
Example 10.13: Newco inserted as a new intermediate parent within an existing
group
A Newco is incorporated and inserted above a number of entities within an existing group so as to form a
new sub-group. Newco issues shares to Parent A in return for the shares in Entities C and D, both businesses
as defined in IFRS 3. The group structure before and after this transaction is as follows:
Before
[A Shareholder group]
A
B
C
D
E
F
After
[A Shareholder group]
A
B
Newco
C
D
E
F
In most situations, Newco will be exempt from preparing consolidated financial statements (see Chapter 6
at 2.2.1). However, if it does prepare consolidated financial statements, how should this reorganisation be
accounted for in Newco’s consolidated financial statements?
This type of reorganisation will generally satisfy the description of a business combination under common control
in IFRS 3. The transaction is a business combination (Entities C and D are businesses as defined) and all combining
parties are under common control of Parent A. Accordingly, the transaction is excluded from the scope of IFRS 3
as long as that common control is not ‘transitory’, and in making that assessment Newco is excluded (see 2.1.2
above). Assuming that the scope exclusion applies, subject to certain restrictions (see 3.1 above), there is an
accounting policy choice between the pooling of interests method and acquisition method. If common control is
transitory, then the business combination is within the scope of IFRS 3 and the acquisition method must be applied.
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Pooling of interests method
If the pooling of interests method is used, the assets and liabilities of all combining parties will be reflected
at their predecessor carrying amounts. The application of this method is discussed at 3.3 above.
Acquisition method
If the acquisition method as set out in IFRS 3 is used, Newco cannot be the acquirer as it issues shares to effect the