Leveraged Buy Out

The owner buy out or OBO is a mechanism for transferring shares via a holding company. This operation can have different objectives and is mainly aimed at managers of SMEs and VSEs. Wealth A7 explains why an OBO can be interesting for you:

 

What is an OBO?

The OBO is a financial arrangement which, through a leverage effect, allows a holding company to buy back its shares. The principle is simple, the manager who owns his company will sell all or part of his shares to a company that has been previously created. The holding company will take on debt in order to buy back the shares of the manager. The holding company will be able to repay the loan taken out thanks to the dividends paid by the target company. The manager will remain a majority shareholder by making a contribution to the holding company, the contribution can be the remaining shares that are not part of the sale transaction.

However, it is important to understand that the target company will have to be quite developed and financially solid, and will have to provide the holding company with dividends in order to repay the loan.

 

The OBO with the objective of transmission

It is obvious that one of the concerns of a manager of a SME or VSE is the transmission of his professional heritage. It can be difficult for this manager to find a buyer, whether this buyer is a grandchild or a private buyer. The OBO in this context will allow a manager to gradually pass on the management of his company while remaining at the heart of each decision.

The first step is therefore to sell part or all of the shares to a holding company. The sale will free up cash for the manager. It is frequent that an owner of a very small company or a small business has a real professional patrimony that he develops as the life of his company goes on, but encounters difficulties to constitute a personal patrimony. The sale operation will allow to secure a part of his investment and to transfer it into his personal assets even before the final transmission of his company.

At the same time, he will remain the majority shareholder of the holding company. As previously mentioned, the contribution can be in kind or in cash. This step will allow the manager to integrate new shareholders into the company, such as the successor of his company or private investors.

Thus, this operation will allow to secure the professional assets and to initiate a smooth transition. Once the arrangement is completed, the holding company will gradually repay the loan thanks to the dividends paid. Moreover, the interest is during the transitional period to develop the target company and thus allow the manager to benefit from a revaluation of his shares at the exit.

 

The OBO with a development objective

The OBO can be part of a development strategy, without being especially part of a transmission logic. In the case where the manager wishes to expand his activity or to integrate new investors, the OBO can be a real solution.

The manager will always have to transfer his shares to a holding company and thus carry out a "cash-out", i.e. recover part of his liquidities. However, when the holding company is set up, he will be able to integrate new investors into the company. The cash contributions of the new shareholders will thus give a new dynamism to the company. Moreover, the intellectual involvement of the investors will mark a turning point in the development of the company.

It can be noted that this operation can be carried out without including new investors, if the manager only wishes to create a new branch to his activity the holding will allow the investor to release liquidities which he will engage in the new structure, this last being also controlled by the holding.

 

Taxation of the OBO

              The dividends

In order to finance the purchase of the shares, the holding company had to borrow from a bank. The question that arises is how these dividends are taxed? The objective here is not to have a double taxation, i.e. dividends taxed in the hands of the holding company and in the hands of the partners in case of redistribution by the holding company. In order to avoid this very heavy taxation, the partners can opt for the parent-daughter regime.

According to article L233-1 of the French Commercial Code, a parent company is a company that owns at least 50% of its subsidiary. The tax law is less demanding, however, as it only requires a 5% shareholding. Under this regime, the dividends received by the parent company, in our case the holding company, will be fully exempted, subject to the reintegration of a share for costs and expenses which remains very low.

The conditions of the exemption: in order to benefit from this regime, article 145 of the General Tax Code stipulates that :

              1st condition: The parent company and the daughter company must both be subject to corporate income tax.

              2nd condition: The parent company must hold at least 5% of the shares of the daughter company

              3rd condition: The securities in question must be registered and the parent company must undertake to keep them for a minimum period of two years.

 

              The interests of the loan

The interests of the loan can be deducted from the taxation of the holding.

 

              The animating holding company

It is possible to transform your simple holding company holding shares into an animating holding company. In addition to the management of a portfolio of participations, the activity of a facilitating holding company is to actively participate in the management of its group's policy and in the control of its subsidiaries carrying out an operational activity and, on a purely internal basis, to provide its subsidiaries with specific services (administrative, accounting).

Thus, a management agreement may precisely define the various services that will be invoiced to the subsidiary. If the holding company can deduct the interest from its tax liability, the target company will be heavily taxed, the invoicing of these services will allow it to reduce its tax burden.

This reclassification of the holding company as an animating holding company must be real, because it will allow the manager to benefit from the exemption of the Pacte Dutreil in the case of a future final buyout of his shares. This regime allows an exemption of 75% on the transfer duties resulting from the transfer of the shares, whether it is a transfer free of charge or within the framework of a succession. If you wish to know more about this promising system, Wealth A7 invites you to read the file dedicated to the Pacte Dutreil: Dossier Pacte Dutreil.

In conclusion, the OBO can have several very attractive objectives for the company director, it is however necessary to surround yourself for this operation. Wealth A7 can accompany you, from the financing of your project to the constitution of the holding company. If you wish to sell your shares, your situation can be optimized, contact us for more information!

 

The family buy out allows you to transfer your company free of charge to one or more members of your family.

What is the FBO?

The FBO is a complex operation which is composed of several mechanisms: donation-sharing, Dutreil pact and creation of a holding company.

A company director is concerned about transferring his company, when he wishes to sell it to a member of his family, the OBO allows to optimize this transfer. The main problem is that in general not all the children or grandchildren will take over the company, but only one. The donation will probably affect the hereditary reserve if there are several children and it will be necessary to compensate the other heirs with a balance. In this context, the OBO allows to optimize the situation of the buyer and the manager.

For example: Let's imagine a company manager with an estate composed of 80% of his company. If this entrepreneur has three children, but wishes to transmit his company to only one, the hereditary reserve (= 33% for three children) will be exceeded and the child will have to compensate the two other heirs when receiving the shares.

 

The steps of a family buy out

- Pacte Dutreil : this mechanism allows a partial exemption of 75% of the transfer duties, in order to meet the different conditions the pact must be set up before the donation.

- Donation-sharing: in a first step, the company director will make a donation-sharing in order to transfer the shares of his company.

- Creation of a holding company: once the shares have been received by the donee, it will be necessary to create a holding company and to contribute the shares to it. The holding company will then be able to borrow in order to pay the balance.

 

The shared donation

              Definition

A shared donation allows, during one's lifetime, to anticipate an inheritance and to divide one's assets among one's heirs. The main difference with a classic donation is that the value of the given goods is not fixed.

Example: a mother decides to give one of her sons an asset worth €300,000 by means of a simple donation. At the time of the inheritance, the notary estimates the property at €400,000. It is possible that the original value of the property did not affect the inheritance reserve, but that the increase of €100,000 has reduced the share of each of the children. In this case, the donee will have to compensate his brothers and sisters. With a shared donation, the value of his property would have been fixed at 300 000 €.

 

Who is it for?

A shared donation can be made for the benefit of children, and even grandchildren.

 

The limits

Obviously, this shared donation must not affect the hereditary reserve. In this case, it is possible to provide in the deed of gift for the payment of a balance in order to compensate the other heirs who could be harmed by the gift.

 

The creation of a holding company

              What is a holding company ?

A holding company is a company (= civil or commercial company) which holds shares in other companies. The objective is to have several companies that are linked to each other by a single entity. In general, the holding company will have a majority in all the companies it owns and will ensure a certain unity of management.

 

              The holding company in an FBO

Once the donation has been made, it will be necessary to create a holding company. The objective is simply to contribute the received securities to the holding company. The holding company will then go into debt in order to pay the balance to the heirs. In order to repay the loan, the operating company will pay dividends to the holding company.

 

The insertion of the Dutreil Pact in an FBO

The Dutreil Pact will allow you to benefit from the partial exemption of transfer duties. In order to benefit from this favorable regime, it will nevertheless be necessary to meet certain conditions. Within the framework of a Pacte Dutreil, the shares of the company concerned by the pact must be subject to a collective retention commitment of at least two years. This commitment must be made by the deceased or the donor for himself and his donees. Thereafter, the beneficiaries must again commit themselves for a period of four years. One of the beneficiaries who has made the commitment to retain must carry on his or her professional activity in the company or hold a management position throughout the duration of the collective commitment and for a period of three years from the date of the free transfer. If you wish to know more about this promising system, Wealth A7 invites you to read the file dedicated to the Dutreil Pact: Dutreil Pact File.

 

The taxation of the FBO

              At the time of the shared donation

The shared donation must be carried out by a notarial act. Regarding taxation, deductions apply every 15 years. For example, between parents and children, the allowance is 100 000 euros per child and per parent.

              Taxation of the FBO with Pacte Dutreil

The Dutreil Pact is a real asset for the transfer of a company, it allows to benefit from a 75% exemption on the transfer duties. In addition, a 50% deduction of gift tax in the case of a donation of full ownership of shares by a donor under 70 years of age can be combined with the scheme.

 

Example: A 65 year old company director has two children and wishes to transfer his company to his daughter. The donation will be made of shares worth 500,000 euros to each of the children, which means that a balance will have to be paid to the other heir for an amount of 500,000 euros. It is a matter of calculating the tax on each share of 500,000 euros.

1st step: first of all the donee will benefit from the 75% exemption of the Pacte Dutreil, 500,000 x 0.75 = 375,000 €. The taxable base is therefore 125,000 euros.

2nd step : then the donation is in direct line, an allowance of 100 000 euros applies, 125 000 - 100 000 = 25 000 €.

3rd step : Now the tax is calculated according to the table below, 25,000 x 0.2 - 1,806 = €3,194

4th step : the donation being made before 70 years old, there is a reduction of the rights of 50%, 3 194 / 2 = 1 597 €.

Conclusion, on a share of 500,000 euros, the amount of tax to be paid is 1,597 euros, without a Pacte Dutreil, the donee would have to pay 78,194 euros per share and therefore 156,388 euros in total.

 

Taxable brackets	Rate	Quick calculation
Up to 8 072 €	5 %	0 €
Between 8 072 € and 12 109 €	10 %	404€
Between 12 109 € and 15 932 €	15 %	1 009€
Between 15 932 € and 552 324 €	20 %	1 806€
Between 552 324 € and 902 838 €	30 %	57 038€
Between 902 838 and 1 805 677 €	40 %	147 322€
More than 1 805 677 €	45 %	237 606 €

 

Taxation of the holding company

              The dividends

In order to finance the balance, the holding company had to borrow from a bank. The question is how are these dividends taxed? The objective here is to avoid double taxation, i.e. dividends taxed in the hands of the holding company and in the hands of the partners in case of redistribution by the holding company. In order to avoid this very heavy taxation, the partners can opt for the parent-daughter regime.

According to article L233-1 of the French Commercial Code, a parent company is a company that owns at least 50% of its subsidiary. The tax law is less demanding, however, as it only requires a 5% shareholding. Under this regime, the dividends received by the parent company, in our case the holding company, will be fully exempted, subject to the reintegration of a share for costs and expenses which remains very low, 5%.

The conditions of the exemption: in order to benefit from this regime, article 145 of the General Tax Code provides that :

              1st condition: The parent company and the daughter company must both be subject to corporate income tax.

              2nd condition: The parent company must hold at least 5% of the shares of the daughter company

              3rd condition: The securities in question must be registered and the parent company must undertake to keep them for a minimum period of two years.

 

              The interests of the loan

The interest on the loan can be deducted from the taxation of the holding company.

 

It is useful to be accompanied by a professional for your family buy out. Our wealth management advisors can assist you in the search for financing as well as in the creation of your holding company, contact us!