F Reorgs

I've worked through a couple of these Benjamin - feel free to message me directly to discuss the topic.

A Type F reorganization is just a change in "identity, form, or place of organization." In the M&A context, it's become shorthand for an alternative pathway to a buyer obtaining a step up in basis in an equity deal when acquiring a subchapter S corporation (i.e. an asset deal for tax purposes). Transactions that previously would have been accomplished using a 338(h###-###-#### for a corporate buyer) or 336(e) election are most often accomplished these days using an F Reorg followed by a conversion of the OpCo to a disregarded entity for tax purposes. Buyer takes less risk on the original S election, fewer limitations on carry-over / rollover equity, ways to achieve tax deferral on rollover equity, etc. Happy to chat.