M&A and Spin-Out Transactions

Smoothly adjust equity plans in an acquisition or spin-out.

Everything changes in M&A transactions, starting with the treatment of equity awards. In an acquisition, acquirers need to decide whether to assume the equity of the target or cash out the equity and then issue new awards of their own. Choosing the former means more efficient share conservation and a smoother transition for employees of the target firm. The latter approach consolidates everyone onto the same compensation vehicles.

After that, the compensation, stock plan services, and accounting functions must collaborate on execution. Typically, compensation spearheads grant documents and other legal agreements. Stock services usually handles the movement of data between target and acquirer. Accounting owns the downstream calculations.

A spin-out transaction is even more complicated. Key stakeholders need to decide how to treat the equity. The “shareholder” approach gives LTIP participants equity in both the spinnor and spinnee at the conversion rate given to shareholders. The “employment” approach gives LTIP participants equity in the firm employing them post-spin. Each approach is prone to causing surprises: The shareholder approach is tougher to pull off administratively and may leave employees confused, whereas the employment approach can easily give rise to unintended windfalls or deficits if conversion rates are not appropriately developed.

Data conversion is also important in a spin-out since the two companies will gradually grow apart and erect information barriers. Collaboration between stock plan services and accounting is critical to avoid major surprises and downstream process problems.