Structuring and Investing in Tax Receivable Agreements
Key Provisions for IPO and M&A Transactions, Impact of Tax Reform, Due Diligence Concerns
Recording of a 90-minute premium CLE/CPE webinar with Q&A
This CLE/CPE course will discuss the key features of tax receivable agreements (TRAs) in various contexts, the impact of tax reform on the structuring of TRAs, and due diligence and other issues for hedge funds and other investors considering purchasing TRAs.
- TRAs and IPO valuation
- Common types of TRAs
- NOL TRAs
- “Step-up” or basis TRAs
- IRC Section 338(h)(10) transaction
- Up-C structure
- Principal terms of a TRA: allocation of tax benefits (85%/15%), prepayment provisions relating to change of control, assignment provisions
- TRAs in private transactions
- Concerns with investing in TRAs
The panel will review and discuss the following:
- When are parties most likely to enter into TRAs?
- What are the key features of TRAs?
- How should tax attributes of a pre-IPO company be valued?
- What are the key diligence considerations when seeking to purchase TRA rights?
Adam D. Greenwood
Ropes & Gray
Mr. Greenwood is a partner practicing in the tax & benefits department. His practice focuses on transactional tax... | Read More
Mr. Greenwood is a partner practicing in the tax & benefits department. His practice focuses on transactional tax matters, including matters relating to private equity, real estate and hedge funds; mergers and acquisitions; inbound and outbound investments; and secondary transactions.Close
Carl P. Marcellino
Ropes & Gray
Mr. Marcellino is co-head of the firm’s mergers and acquisitions group, and is based in the New York office. He... | Read More
Mr. Marcellino is co-head of the firm’s mergers and acquisitions group, and is based in the New York office. He has a broad transactional practice, representing a mix of public and private corporate and private equity investment fund clients on a range of transactions of global significance. Specifically, Mr. Marcellino has led representations involving mergers and acquisitions, leveraged buyouts, leveraged recapitalizations, preferred equity investments, PIPE investments, as well as various securities offerings and compliance and governance matters. He has represented, and continues to represent, some of the most noteworthy private equity investment firms in the global marketplace including TPG Capital, H.I.G. Capital, JMI Equity and Welsh, Carson, Anderson & Stowe, as well as their portfolio companies.Close