hard · Private Equity value-creation

A private equity firm is evaluating a target with significant 'Built-in Gains'.

If they acquire the company in a stock deal, what is the primary risk related to deferred taxes?

  1. The buyer inherits a large DTL without the benefit of tax-deductible step-up amortization to shield the future gains.
  2. The DTL will trigger an immediate legal obligation to pay additional cash taxes that comes due right at closing.
  3. The target company's existing NOL carryforwards become automatically disqualified once the new DTL is recorded on the books.
  4. The full amount of the DTL must instead be paid out directly to the selling shareholders as part of the escrow.

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