Consideration of residual value potential in M&A transactions

Industrial Goods, Leasing, Leasing Contract, Transactions

In the case of full amortisation leases, the acquisition/production costs and all ancillary costs, including the lessor's financing costs, are covered (amortised) by the leasing instalments during the term of the lease. At the end of the basic lease term, the lessee can either return the leased asset, extend the lease or purchase the leased asset at its residual value. The purchase price for the third option thus generally corresponds to the residual book value. The lessee is entitled to the difference between the residual book value and any higher actual value of the asset. If the lessee is sold as part of an M&A transaction during the leasing period, this leads to an increase in assets after closing of the trans-action with the buyer. In many transactions, such positive residual value differences are not offset.

What is to be done?

As part of the financial due diligence, the question must be clarified as to whether leasing financing exists and if so, whether any residual value differences exist that make it attractive for the lessee to choose the purchase option. If this is the case, then the share of a calculated, positive residual value difference to which the seller is entitled must be calculated.

Positive residual value differences can be taken into account differently in the purchase contract. On the one hand as a surcharge on the purchase price with the provision that all residual value differences are thereby settled or as post-contractual obligations under the law of obligations which provide that the buyer must exercise his rights and obligations under the leasing contract in such a way that positive residual value differences arise and can be settled.

Our MME M&A team is at your disposal to support you in your transaction and protect your interests – holistically, proactively and pragmatically.

September 2019 | Author: Dr. Thomas Müller

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