Navigating SEC filing requirements for a business combination

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Every Tuesday in July, Jay Seliber is taking over the podcast to share insights on business combinations, which are often significant events in a company’s life cycle. Jay takes us on a journey through a deal, beginning with the complexities of the overall acquisition accounting model, then diving into some of the more complex areas—identifying the accounting acquirer, accounting for contingent consideration, and reporting with the SEC.

To continue the series, Heather and Jay are joined by Ryan Spencer, a PwC National office partner who specializes in SEC reporting, to break down the SEC filing requirements for business combinations, including the application of significance tests used to determine the reporting requirements.

In this episode, you’ll hear:

• 2:02 - A breakdown of the SEC filing requirements for business combinations
• 7:10 - A discussion of significance tests and how they help to determine filing requirements
• 17:36 - A summary of financial statement requirements, including considerations on timing and the age of financial information
• 23:38 - An overview of the unique guidelines for a company filing (1) a new registration statement, (2) transactional proxy statements, and (3)  reverse-merger information
• 32:30 - A summary of pro forma reporting requirements, including timing considerations
• 43:36 - The distinction between the SEC and US GAAP disclosure requirements
• 47:06 - Final advice for companies navigating the filing requirements for a business combination

For more information, read chapter 17 of our Financial statement presentation guide and the SEC Financial Reporting Manual. Also check out the prior podcast in this miniseries on business combinations. 

Jay Seliber is a partner in PwC’s National office. He leverages over 30 years of experience to help clients with their most complex accounting matters, particularly in the areas of mergers and acquisitions, revenue recognition, stock compensation, earnings per share, employee benefits, restructurings, impairments, and financing transactions. Jay is presently PwC's representative on the FASB's Emerging Issues Task Force.

Ryan Spencer is a partner at PwC's National office specializing in SEC financial reporting. He has over 20 years of experience serving clients and is a frequent contributor to PwC’s publications and communications.

Heather Horn is PwC’s National office thought leader, responsible for developing our communications strategy and conveying firm positions on accounting and financial reporting matters. She is the engaging host of PwC’s accounting and reporting weekly podcast and quarterly webcast series. With over 30 years of experience, Heather’s accounting and auditing expertise includes financial instruments and rate-regulated accounting.

Transcripts available upon request for individuals who may need a disability-related accommodation. Please send requests to [email protected].