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Tax themes in acquisition financing

Dominic Foulkes and Jonathan Cooklin (Davis Polk) consider some developments on the taxation of lending into UK acquisition finance structures.
 

It will have been the experience of many readers that 2017 was another busy year for private equity M&A transactions. The role played by debt finance – including where provided by alternative non-bank lenders – is obviously integral to these deals. This article points out a few developments which the authors have found of interest in working on the tax aspects of financing in a PE context over the past year or so.

The diagram (below) sets out a typical structure that might be established for a private equity acquisition of a UK target group. Bidco will be financed in part with an appropriate combination of equity and shareholder debt advanced from the fund and in part by third party debt from banks or other lenders.

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