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考拉 · 2024年01月07日

leveraged recapitalization 为什么不行呢

NO.PZ2023010410000014

问题如下:

Johnson is a tax adviser who provides tax awareness advice to private clients. One of Johnson’s clients is Lily, who is an American citizen and lives in the United States.

Lily is the founder and sole owner of MTT, a private biopharmaceutical company based in the United States. In addition to owning MTT, Lily is the sole owner of the property that the company uses as its headquarters. The vast majority of Lily's wealth is represented by these two assets. Lily's tax cost basis in these two assets is close to zero.

Lily wants to reduce the risks associated with two centralized ownership positions. Lily's main goal is to reduce the concentration risk of two positions without triggering taxable events while maintaining exclusive ownership.

Johnson's risk mitigation strategy for Lily to achieve its main objective in terms of the position of MTT ownership is:

选项:

A.

have MTT conduct a leveraged recapitalization.

B.

establish a charitable remainder trust using MTT shares.

C.

obtain a personal line of credit secured by MTT shares.

解释:

Lily can obtain a personal loan secured by his private company shares in MTT to meet her primary objective of mitigating the concentration risk of both ownership positions without triggering a taxable event while maintaining sole ownership. One of the key benefits is that this type of borrowing should not cause an immediate taxable event. Lily would have access to cash to diversify his concentration risk while maintaining sole ownership of the company.

leveraged recapitalization 为什么不行呢,这种方式具体是怎么实现的呢

1 个答案
已采纳答案

王暄_品职助教 · 2024年01月08日

因为Lily的目标是降低资产集中度的同事,最好不要交税,并且保持自己的控制权;


leverage recap就是把自己手上公司的股票卖给PE,然后如果PE举杠杆买股票,就是Leverage recap

如果PE公司直接给现金,那就无法避税;

但是如果PE公司是跟我以股换股,就没有现金产生,就可以避税。(因为PE公司收购我公司,其实就形成了一个新的公司,会发行新股票,所以很多人为了避税,不要现金,选择要新公司的股票。)

所以Leverage recap这种方法,有可能无法避税,更重要的是失去了控制权,不满足Lily的要求



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