PwC head of M&A Tax, Nancy de Beule, navigates Belgium’s EBITDA multiples, capital gains and withholding tax using a combination of tax-savvy and accounting know-how.
Nancy de Beule started her career in audit. After a few years, however, she decided it was not for her: “I learned a lot in those first years, but I thought it was not my cup of tea, because it always came after the fact.”
Nancy switched her focus and obtained a master’s degree in tax management from the Solvay Brussels School of Economics and Management before embarking on a career in tax advisory. “As a tax advisor, I can think of better ways to structure something before it happens, which makes a huge difference,” she notes, admitting that it definitely suits her better. Today, she is a registered accountant and recognised tax advisor by the Institute for Accounts and Tax Advisors.
Like many M&A Community Belgium members, she also ended up in the industry by coincidence. “At first, I did international and domestic tax advisory work, but then I got involved in one deal and, from that moment, I only wanted to do mergers and acquisitions,” Nancy shares. “You always need to work under pressure and with a lot of different stakeholders, and that gives me a lot of energy.”
In June 1996, she joined PwC in tax, where she – together with some colleagues – built up the M&A practice, which she heads up today. “Now we have about 50 people focusing on everything from pre-deal preparation to post-deal integration.”
Her history in accounting, audit and tax has been invaluable during this process. “With hindsight, I think it’s a good basis; if you want to review a share purchase agreement or you need to interpret the lock-box principles or financing arrangements, it is easier if you have accounting knowledge,” Nancy adds.
This knowledge comes in especially handy when working with EBITDA, which is regarded as the primary proxy for operating cash flow when evaluating a deal target. Nancy reveals that, while many deal teams treat tax as a net debt expense (which is true for corporate income tax, of course), indirect and local taxes such as environmental taxes, import tariffs, and customs duties (for example, the Carbon Border Adjustment Mechanism) are all part of a company’s operating costs. Below-the-line taxes can adjust the total cash consideration on a euro-for-euro basis, whereas above-the-line taxes directly impact a company’s EBITDA.
Understanding this accounting divide is where M&A tax advisors like Nancy move from simply compliance checkers to active value creators. “In a deal context, valuation multiples are applied directly to EBITDA,” she explains.
“If you have a deal multiple of 10 and your unoptimised indirect tax position drags down EBITDA by €100,000, that translates directly to a €1 million drop in your final purchase price.”
Nancy emphasises that the multiplier effect is exactly why above-the-line optimisation is so critical before bringing a company to market.
Working around withholding tax
The next critical hurdle is securing the capital to fund that purchase price. Here, too, a balance of accounting and tax insight is required, especially as macroeconomic pressures shift how deals are financed in the Belgian market.
Historically, senior debt provided by local commercial banks anchored middle-market buyout packages. Because intra-bank interest transfers enjoy domestic tax exemptions, these arrangements carry minimal tax friction.
“Belgian commercial banks have done a great job in filling the M&A space, but with today's economic challenges, they’ve become more reluctant to provide full financing packages,” Nancy explains. “Foreign debt funds from the UK and US are filling that space. But while they are more risk-tolerant, this type of financing is more expensive and brings added tax complexity stemming from Belgium’s standard 30 percent withholding tax on interest.”
Because international debt funds are frequently structured as tax-transparent partnerships, they often cannot claim relief under Double Tax Treaties or EU directives. To guarantee net yields for their investors, foreign funds routinely include a "gross-up" clause in their credit agreements.
This shifts the entire tax burden onto the borrowing company: If a target business secures debt at a 10 percent interest rate subject to Belgium’s 30 percent withholding tax, the required gross-up pushes its effective borrowing cost to over 14.28 percent.
“On top of financing that is already more expensive than senior bank debt, adding that 30 percent tax burden makes it extremely costly,” Nancy points out. “We spend a lot of time working with debt funds and targets to structure around this, ensuring lenders stay competitive without making the debt unpayable for the buyer.”
International tax optimisation
Many mid-market businesses in Belgium that are expanding into global markets such as the US or Asia face a dual challenge: adapting to local tax frameworks while navigating increasingly dense layers of EU regulation.
“The sheer speed of legislative change has accelerated as well,” Nancy notes. “In Belgium, we face annual budgetary rounds that introduce constant amendments. On top of that, administrative guidelines and tax ruling practices continually dictate your line of defence.”
Internationally, the EU has rolled out extensive framework legislation ranging from long-standing Parent-Subsidy and Interest-Royalty Directives to complex Transfer Pricing documentation, Global Minimum Tax (Pillar 2), the Cayman Tax, and Controlled Foreign Company (CFC) rules.
For family-owned companies taking their first steps in international markets, the differences in execution can be striking. “Over the past two years, I have led numerous acquisitions for Belgian corporate groups expanding into the US,” Nancy reflects. “While Europe is complex, the US tax system is a whole new beast. You encounter distinct foreign mechanisms – like BEAT taxation – that European buyers rarely deal with locally. And in Asian countries, again different concepts of taxation and compliance exist, which need to be adhered to”
This growing operational weight forces expanding middle-market businesses to mature their internal tax functions. Nancy usually suggests these first-timers allocate extra time to digest the regulatory environment of their target and verify that the investment makes long-term tax sense.
“When a business starts out, nobody inside the company is dedicated solely to tax. But as corporate growth accelerates internationally, staying compliant with cross-border formalities becomes impossible without specialised external counsel, or eventually building out a dedicated in-house tax function to manage the administrative compliance burden.”
Summising tax synergies
Modern M&A strategy is also increasingly moving away from pure cost-cutting integration toward transformative acquisitions aimed at long-term expansion. However, Nancy observes that failure to integrate tax planning into operational restructuring often destroys the intended value creation.
“When modelling synergies, deal teams frequently forget to factor in the corresponding tax impact,” she notes. Nancy believes reviewing these synergy calculations is important in order to enable a tax advisor to add value beyond the risk assessment in due diligence – whether they’re realistic, whether the tax impact is taken into account and, of course, how entities will integrate.
“There are a lot of stakeholders involved, each with their own agenda and pace, which makes it very interesting,” she explains. “It requires a huge amount of negotiation, not only on the hard figures, but on a combination of things, including the soft sides, future strategies, possible optimisations, etc.”
Furthermore, these days, she recommends post-deal to also optimise international trade flows – such as restructuring supply chain paths for goods moving between the EU and North America to eliminate redundant import duties – so that the company can structurally reduce the cost of goods sold (COGS) or operating expenses, lifting the baseline EBITDA figure before multiples are applied.
Proactive planning protects value
In addition to these tax considerations, family-owned enterprises (the cornerstone of the Belgian M&A mid-market) must also balance their corporate valuation with private estate planning and personal governance.
This is especially true following Belgium's structural personal tax reform, which introduced a capital gains tax on financial assets. Historically, private shareholders in Belgium enjoyed a complete personal tax exemption on capital gains realised during the "normal management" of private wealth. Under the updated framework, share sales, intra-group transfers and equity rollover structures can trigger direct personal tax liabilities ranging from progressive rates to a 33 percent tax rate if corporate transfers aren't structured in the correct way.
“Attracting a financial investor or executing a sale does not only lead to taxation of the capital gain, but also directly impacts your personal estate and succession planning,” Nancy elaborates.
Nancy’s advice here is simple: prepare well in advance – not six months before you go to the market. "Family founders may have built up a successful business over decades and understandably take pride in their historical performance," she says. “However, when a financial investor evaluates the target, they look at the figures through a completely different lens. They focus on normalised EBITDA, recurring cash flow and risk profiles. Aligning these perspectives before starting a process makes a world of difference – both for the family's peace of mind and the ultimate transaction price."
Looking ahead to her masterclass at the upcoming M&A Strategy Forum on 24 September 2026, Nancy hopes dealmakers, founders and investors walk away with a broader perspective on the true impact of tax in transactions:
“I hope participants realise that tax is not just a risk exercise or a compliance check. It can be a strategic opportunity, too.”
During the Forum, Nancy will host an exclusive masterclass on protecting value before, during, and after a deal. Through practical examples and real-life case studies, participants will gain insights into how tax influences deal outcomes and investment decisions.
“When approached proactively, proper tax structuring protects value and creates tangible upside for target entities, private shareholders, founders and management alike,” Nancy concludes.
Join us and Nancy's masterclass at the M&A Strategy Forum!
