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October 15.2025
2 Minutes Read

What the Key Changes in OBBBA Tax Rules Mean for PE Transactions

Celebration of OBBBA tax changes with signed document and applause.

Understanding the Impacts of the OBBBA Tax Changes

The One Big Beautiful Bill Act (OBBBA) has brought a sweeping change to the tax landscape, significantly affecting private equity transactions. As industry professionals adjust to these updates, it's crucial to grasp both the immediate ramifications and the broader trends shaping future deals.

Key Changes and Their Implications

One of the most notable changes under the OBBBA is the adjustment to interest deductibility provisions, reverting to an EBITDA base for determining allowable deductions for interest expenses. This major shift allows private equity firms more favorable leverage modeling. With taxpayers now being able to deduct interest expenses up to 30% of adjusted taxable income (ATI), calculated via EBITDA, firms can structure transactions more efficiently and enhance post-tax cash flows.

Furthermore, bonus depreciation has seen a significant boost. With the OBBBA making 100% bonus depreciation permanent for qualified property acquired after January 19, 2025, private equity firms can expect improved financial modeling that optimizes returns through immediate asset expensing. This policy shift is particularly advantageous for capital-intensive sectors, which can now capitalize on accelerated deductions.

Expanded Benefits for Qualified Small Business Stock (QSBS)

The expansion of QSBS benefits under Section 1202 stands as another pivotal development. The gross asset threshold has increased from $50 million to $75 million, and the maximum gain exclusion has jumped from $10 million to $15 million. This dual increase not only enhances liquidity options for investors but also makes investments in small-cap companies more attractive. For private equity investors, this represents a goldmine of potential opportunities in previously inaccessible markets, allowing for diversification and strategic flipping in favorable market conditions.

Long-term Predictions for the Private Equity Landscape

As the private equity industry adjusts to these changes, experts predict a shift towards a more robust investment environment. The ability to deduct broader categories of expenses earlier encourages investors to place capital more readily, creating a cycle of growth and rapid reinvestment. Moreover, firms are urged to keep a close eye on their structuring decisions to maximize benefits from these new tax advantages.

The improved metrics also invite more significant scrutiny on deal structuring. With higher thresholds for QSBS, private equity firms may seek to create strategic acquisitions more aggressively. Therefore, firms must refine their operational models and strategies to stay ahead in a competitive marketplace that rewards agility and foresight.

Conclusion

As the OBBBA instigates new practices in private equity transactions, adapting strategies based on these tax reforms will be paramount. Advisors and investors alike must remain proactive in understanding and implementing these benefits to navigate the changing landscape effectively.

For private equity stakeholders, the message is clear: keeping pace with tax adjustments is not merely about compliance, but about leveraging these changes to unlock new opportunities for growth, liquidity, and long-term value creation. Explore these shifts—your next investment could redefine your portfolio's potential.

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