NOLs in an LBO and Transaction Structure
Hi - was working through a model that involved LBOs, and this made me think about the typical transaction structure of an LBO. I know that in regular M&A, transactions are structured as either a stock or asset purchase, which consequently has implications on whether the acquirer is allowed to use the NOLs in future years.
In LBOs, can sponsors structure the transaction as either a stock or an asset purchase like in typical M&A? Assuming that sponsors would want the NOLs to survive.
NOLs can survive a stock sale, but can have limited utilization if over 50% of the company is sold. Look at IRC section 351.
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