Key Withholding, PTP and Other Tax Considerations in Secondary Transactions

Secondaries in the private funds arena are sales by investors of their interests in a fund. Those transactions provide investors with liquidity at the time of the secondary transaction, rather than waiting until the fund disposes of its underlying investments. Over the last several years, the volume of secondaries has increased rapidly. The volume of secondaries in the first half of 2022 was $57 billion globally, surpassing the record of $48 billion set in the first half of 2021. Despite their rising popularity and the significant liquidity benefits that secondaries confer to investors, they can also raise several U.S. tax considerations that can impact the buyer, seller and even the fund itself. In a guest article, Troutman Pepper partners Morgan L. Klinzing and Steven D. Bortnick identify the key U.S. tax issues that buyers, sellers and funds should consider when engaging in secondary transactions, including withholding tax considerations, publicly traded partnership issues and elections to make at the end of the tax year. See “Prevailing Trends in Transactions, Terms and Considerations in the Secondary Market (Part One of Two)” (Dec. 29, 2022).

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