Decoding Deals: Navigating M&A Tax Considerations in the Post-TCJA Landscape
January 9, 2024 •Oak Street Funding
What is the Tax Cuts Jobs Act (TCJA) of 2018?
The Tax Cuts and Jobs Act (TCJA) of 2018 was actually signed into law just before Christmas 2017, and it gave Americans -- particularly those who owned businesses -- a holiday sack full of gifts. Widely regarded as the biggest overhaul of America’s tax code in 30 years, the legislation included provisions for both individuals and businesses. For example, TCJA established a single corporate tax rate of 21 percent and lowered the personal income tax brackets for most individuals.
Why is the TCJA ending?
Like many legislative accomplishments, TCJA was intended to give the economy and personal savings a boost, so most of its provisions were scheduled to expire at the end of 2025. If that happens, the personal income brackets will go back to their 2017 levels, leading to tax increases for many Americans. Business owners considering a future sale, merger, or acquisition may wish to adjust their planned timing based on the potential impact from TCJA’s end. (Of course, the biggest question is whether Congress and the President will intervene to at least extend some of the law’s benefits.)
What could the post-TCJA landscape mean for taxes related to M&A?
None of the expected changes in the Internal Revenue Code should affect deals closing in early 2024. However, as the year continues, the chaos of an election year is likely to inject even more uncertainty into the nation’s economy. While it’s impossible to predict Congressional actions in such a volatile environment, one school of thought suggests accelerating deals to avoid potential tax issues when TCJA provisions expire.
Corporate Tax Rates
One of the TCJA’s most significant impacts was creating a single corporate tax rate of 21 percent and repealing the hated corporate alternative minimum tax. While the end of TCJA means personal tax rates will go back to pre-2018 levels, the 21 percent rate will remain in place, along with many of the other business tax breaks.
Under TCJA, interest deductions on business borrowing were limited to 30 percent of EBITDA (earnings before interest, tax, depreciation, and amortization). If those limits were to be relaxed, it might affect how acquisitions and other transactions are structured, potentially increasing the cost of capital in the post-TCJA world.
Depreciation and Expensing
The popular Section 179 deduction, which allows businesses to expense capital purchases in the year they were made, rather than following traditional depreciation rules, increased to $1 million under the law. If that provision is somehow affected, the impacts may affect depreciation schedules for large assets assumed in an M&A transaction.
Mergers and Acquisitions Deduction (Section 163(j))
The law expanded the Section 163(j) interest expense deduction, which had originally been created for specific scenarios, broadening it to 30 percent of a taxpayer’s adjusted taxable income (ATI). The maximum amount of deductible business interest expense is limited to the tax year total of the taxpayer’s business interest income, 30 percent of ATI, and any floor plan financing interest expense for the year. There’s an exemption for small businesses. Changes to that deduction could affect valuations.
TCJA temporarily doubled the estate tax exemption for 2018 to $11.2 million for single filers (adjusted for inflation in the following years). In 2025, the exemption will go back to the pre-2018 amount, which could impact
What could this mean for the M&A landscape as a whole?
Although none of the law’s provisions directly affect the nature of M&A transactions, they can have an indirect affect on how transactions are structured, due diligence, and the negotiation process.
Increase in M&A activity by the end of 2024?
Early indications are that M&A activity may accelerate as business owners avoid post-TCJA uncertainty by trying to wrap up deals during 2024. That is likely to boost the supply of businesses being sold.
Historical M&A activity
Many sectors have seen a drop-off in M&A activity during 2023. As of September 30, there had been 454 U.S. insurance brokerage transactions, just half of the previous year’s pace, and transactions involving registered investment advisors were seeing the end of nine years of record growth.
Time to act?
If you’ve been thinking about selling your business in the foreseeable future, it makes sense to determine how changes in the tax laws may affect the price and terms. Regardless of economic conditions, Oak Street Funding focuses on meeting the capital needs of businesses like yours, and we’ll be happy to share our insights as you go through the decision-making process.
Disclaimer: Please note, Oak Street Funding does not provide legal or tax advice. This blog is for informational purposes only. It is not a statement of fact or recommendation, does not constitute an offer for a loan, professional or legal or tax advice or legal opinion and should not be used as a substitute for obtaining valuation services or professional, legal or tax advice.