For the third month in a row a private equity group and their national law firm insisted on the transaction being structured as an “F-reorganization” for tax purposes. For a description of this type of transaction see https://www.deangelislegal.com/business-services/mergers-acquisitions/. DeAngelis Legal was brought in after the letter of intent, but assisted the new construction client with the transaction, including (i) forming a new holding company, (ii) documenting the F-reorganization restructure to make the new entity the parent and the existing S-corporation a qualified S-corporation subsidiary, (iii) negotiating the purchase agreement and employment agreements, (iv) converting the subsidiary from a corporation to an LLC, and (v) closing of the sale.
