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How Biden's Proposed Tax Plan Could Impact Your Company's Exit Strategy

Tax implications could be drastically different 18-24 months from now and M&A markets are preparing to react to increased liquidity events in 2021 and beyond. The implementation of the proposed Biden Plan would have negative tax consequences which would cause a significant impact on net proceeds from any potential M&A transaction. Taxes on capital gains could rise to 40 percent for proceeds of a business sale over $1M. Individuals can expect a reversal of at least half of Trump’s signature tax cuts to pay for the plan.

For business owners generating over $1M in the sale of the business, expect to have earnings (“capital gains”) taxed as ordinary income under the Biden plan. Today, capital gains are taxed as income. A capital gain is a profit from the sale of a capital asset, such as a stock or home, from the time that asset is acquired until the time it is sold. Taxpayers pay the difference on the purchase price of the asset (“basis”) less the sales price.

Three Major Components Of The Plan

The plan has three major components: raising the corporate income tax rate to 28 percent, revoking the TCJA’s income tax cuts for taxpayers with taxable income above $400,000, and imposing a “donut hole” payroll tax on earnings in excess of $400,000.

The Biden Plan has considerable impact to business owners; careful consideration to the timing of an exit and liquidity strategy needs to be at the mind’s forefront as the 2020 election quickly approaches. If endorsed, the plan impacts owners directly through the implementation of new tax obligations or the elimination of tax benefits. This includes a 19.6 percent increase on the tax rate of material long-term capital gains for those with adjusted gross income (AGI) exceeding $1M, and a 7 percent increase in the overall corporate income tax rate as noted in the table below.

Example: Assume a $2.0M EBITDA business receives a valuation multiple of 10x for a total transaction value (taxable gain) of $20.0M. Under the Biden Plan, the seller would lose $3.92M in the sale. To receive the same net proceeds, a multiple of 13.2x would need to be secured.

Independent of the 2020 election, taxes are being reevaluated at the state level. This includes increased tax burden on transaction proceeds. The adoption of the proposed graduated income tax rates proposed in states such as Colorado, Illinois, and Michigan would result in a higher state tax burden for high earners. California has already adopted this measure and has a 13.3 percent top marginal tax rate for individuals with income above $1.0M.

 

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What If I Want To Transfer My Wealth?

The step-up in basis for inherited capital assets may cease under the plan. This elimination translates to more taxes on wealth passed to heirs and ending favorable tax rates on capital gains for anyone making over $1M.

How Are My Stocks Affected?

The 2017 tax reform law dropped the corporate income rate to current 21 percent level. The proposed plan increases the corporate tax rate from 21 to 28 percent.

For people that earn $300,000 a year, you more than likely own shares in publicly traded companies. Under the plan publicly traded companies will be paying higher taxes which means less cash available for dividends to stockholders. Biden is suggesting a 15 percent minimum tax on large corporations. Goldman Sachs has projected that Biden’s tax plan would lead it to reduce its 2021 earnings estimate by 12 percent.

The tax rate on Global Intangible Low Tax Income (GILTI) earned by foreign subsidiaries of US firms will double from 10.5 percent to 21 percent.

How Is The Overall Economy Affected?

Experts suggest this plan would shrink the size of the economy by 1.51 percent due to higher marginal tax rates on capital and labor. A decrease of 3.23 percent in capital stock and reduction of 0.98 percent to the overall wage rate would lead to 585,000 fewer full-time equivalent jobs according to the Tax Foundation’s General Equilibrium Model.

Over the course of the next 12 to 24 months sellers and buyers alike will be keeping a pulse on the results of the 2020 presidential election and the possibility of a significant tax overhaul. It is important to note the reality of the Biden Plan coming to fruition can be driven by not just a Biden election; other drivers can include Democrat control over the U.S. House of Representatives or a change in control in the U.S. Senate from Republican to Democrat.

With the 2020 election on the horizon, it is crucial that business owners contemplate the potential tax consequences and consider crafting an exit strategy now to be ahead of the tax changes.

The recipient should consult their own tax, legal, and accounting advisors before engaging in any transaction. This document has been prepared for informational purposes only and is not intended to provide, and should not be relied on, for tax, legal, or accounting advice.

Sources: Tax Foundation, Kipingler, Houlihan Lokey and Yahoo Finance

 

Author
Emily Cogley
Director
Benchmark International

T: +1 813 898 2350
E: Cogley@BenchmarkIntl.com

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The 2020 U.S. Election And M&A

Past presidential elections in the United States have coincided with macroeconomic circumstances that affect markets. For example, in 2000, the dot-com bubble burst. In 2008, America was in the midst of the Great Recession. And now in 2020, we are in the middle of a global pandemic, dealing with the impacts of the COVID-19 virus, coupled with sweeping protests regarding racial injustice and the repercussions that forced closures have on businesses. In the wake of all of this, four months remain until the November election. Unfortunately, we cannot predict the future, but we can take a look at how the M&A market has been impacted in the past.

M&A activity is cyclical in nature, subject to underlying circumstances that include changing technology, electoral politics, and regulatory changes. As the current M&A cycle winds down, it is worth noting that the dealmaking wave that ceased during the financial crisis actually got started during a slowdown in 2003. Leading up to the 2008 election, M&A activity in the U.S. was strong and it did not bottom out until later when the worst of the recession had passed. Two major relief packages, the Emergency Economic Stabilization Act of 2008 enacted by the outgoing administration, and the American Recovery and Reinvestment Act of 2009, enacted during the first year of the new administration, boosted recovery in capital markets and helped companies adapt to adverse macro conditions in the near term, and eventually paved the way for a new M&A cycle because the cost of capital was reduced to historic lows, injecting liquidity into equity and bond markets.

The level of dealmaking activity in the multiquarter period leading up to the 2012 election compares favorably to the financial crisis period that coincided with the 2008 election at $802.6 billion in 6,087 deals, topping activity for the same period the year before. In the first three quarters of 2012, M&A activity saw a combined $837.5 billion in 6,864 completed deals. The JOBS Act was enacted in 2012, designed to encourage small businesses to become public companies. As a result, the SEC made the filing process easier to manage.

 

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M&A activity peaked in Q4 ahead of a decline in 2013 Q2 that bottomed out at $241.3 billion in 2,049 transactions. In mid-2013, M&A activity accelerated and the cycle expanded, partially stimulated by strategic buyers contending with financial sponsors armed with record levels of dry powder. Private equity has kept that cycle going from 2013 to 2019. Volume met or exceeded 900 completed transactions and at least $70 billion in value over the same timespan.

Certain conditions that were a result of the financial crisis spurred expansion of the M&A cycle and have proven favorable for private equity and venture capital dealmaking, such as enterprise restructuring around developing regions, expansion of business portfolios, and optimization for tax benefits and accessing cash outside the U.S.  

During 2014, completed transactions grew 26% year-over-year, while deal value increased by an additional $500 billion. This cycle of completed transactions peaked in 2015 at 12,523 deals of $1.9 trillion in value. Annual volume remained above 11,000 transactions with deal value at around $2 trillion for each of the past five years.

Leading up to the 2016 election, M&A activity was pushed to its highest levels per quarter in a decade. In the first three quarters of 2016, 8,825 transactions worth a combined $1.6 trillion closed. Activity dropped in Q4, but rebounded in 2017. Since 2018 began, M&A has steadily declined and Q4 2019 posted the lowest total since Q2 2013. 2019 saw levels return to those last seen in 2013. On June 8, 2020, the National Bureau of Economic Research announced that the U.S. entered into a recession in February of 2020.

While the global pandemic has undoubtedly been costly and detrimental to many businesses, it has also opened up opportunities for growth for some companies as consumer behaviors adapt to a changed world. Global supply chains were massively disrupted, hampering global trade, all of which has a negative impact on dealmaking. How it will play out in the later half of 2020 and into 2021 will depend partly on if there is a second wave of the virus and the availability of a vaccine. Technology remains a continuously evolving area of opportunity and the pandemic has changed the ways that we work and collaborate. Environment, social and corporate governance practices will continue to designate the convergence of technology and regulation. How the election will impact M&A markets remains unknown, but history has shown that emerging out of a recession tends to spawn accelerated M&A activity well into the future. Every M&A cycle develops in response to different conditions, yet all have emerged during periods of economic recovery combined with improvements in capital markets after consecutive quarters of underperformance.

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M&A and the Presidential Election

There are few things the M&A market likes less than political uncertainty and, following the results of the EU referendum and Brexit shaking up global markets, there is more to come in the form of the upcoming presidential elections in the US.

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