Tax Structuring for Private Equity Exits: Five Considerations in 2025

Capital gains rate uncertainty drives demand for innovative exit structures

Sterling & Ghold's team of experienced practitioners brings decades of specialized expertise to every matter, combining deep industry knowledge with practical commercial judgment. Our lawyers work seamlessly across offices and practice groups to deliver integrated advice that addresses the full scope of our clients' objectives.

The prospect of capital gains rate increases has generated intense interest in exit planning among private equity sponsors and their limited partners. While the legislative outlook remains uncertain, prudent sponsors are exploring the full range of available planning tools—installment sales, structured sales, qualified opportunity zone reinvestment, and F reorganization structures—to optimize after-tax proceeds for their investors.

Sterling & Ghold's team of experienced practitioners brings decades of specialized expertise to every matter, combining deep industry knowledge with practical commercial judgment. Our lawyers work seamlessly across offices and practice groups to deliver integrated advice that addresses the full scope of our clients' objectives.

Our tax team works closely with the M&A and private equity transactional teams to integrate tax planning into deal execution from the outset, ensuring that sponsors have maximum flexibility at exit regardless of the ultimate legislative outcome.