Impact of business interest expense limitation on M&A and private equity markets

In Part 5 of our article Tax reform’s impact on private equity and M&A markets, we recap the business interest expense limitation brought about by the Tax Cuts and Jobs Act and how it could impact M&A market activity, buyers, sellers and the private equity industry as a whole.

Business interest expense in excess of 30 percent of “adjusted taxable income” is no longer deductible. Adjusted taxable income for purposes of the interest limitation is essentially EBITDA for tax years through 2021, but then shifts to a more restrictive 30 percent of EBIT limitation for tax years after 2021. Disallowed interest expense above the 30 percent of adjustable taxable income limitation is allowed an indefinite carryforward and would be deductible in a later tax year subject to the same 30 percent limitation. Note that following a change of control of a C corporation, utilization of the interest expense carryforward amounts by an acquired would be subject to section 382 limitations, similar to acquired net operating losses (NOLs). This limitation is applied to all interest, including debt obligations that were signed before the new law. While this change doesn’t appear to have had an immediate impact, it will have some businesses looking to adjust their capital structure as they see their effective cost of borrowing increase. The limitation will also affect leverage acquisitions, as well as general capital raising decisions.

Implications

Market activity
It is expected that the interest expense deduction limitations may provide downward pressure on valuations for highly leveraged deals as the ability to fully deduct interest expense decreases and increases the cost of additional leverage.

Buyers
Buyers may likely use less leverage and more equity to complete a deal. Buyers need to model out the cost of the leverage taking into consideration the ability to deduct the interest growing forward as part of the decision making process. In addition, with the transition to a 30 percent limitation based on EBIT beginning in 2022, the impact of bonus depreciation and overall depreciation and amortization deductions on the deductibility of interest needs to be modelled into the evaluation.

Sellers
While many view the interest deduction limitation as a timing item, the impact may differ for a seller in a corporate versus flow-through structure. A seller in a pass-through structure is allowed a basis adjustment for any disallowed interest at exit (albeit likely at capital gain rather than ordinary income tax rates). As noted above, a disallowed interest expense carryforward of a corporate entity is a tax attribute similar to a NOL, with utilization subject to section 382 limitations following a change in ownership. As such, the seller of a corporate entity is unlikely to receive full value in its sales price for the tax benefit of the interest expense carryforward.

Private equity
As private equity funds often use leverage to help increase returns on capital, the interest expense limitations may have an impact on the cost of borrowing, reducing the amount of leverage that can be placed on portfolio companies, or at least increasing the effective cost of borrowing. Many highly levered companies will see a net tax increase compared to prior law. Private equity funds are modeling the impact of varying levels of leverage under corporate and pass-through structures, taking into account exit planning, depreciation/amortization deductions and projections to assess the appropriate capital structuring and debt and equity funding for acquisitions.

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