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UP-C Structures

No other firm has such extensive experience with UP-C and UP-PTP “umbrella partnership” tax structures and the complex, associated tax receivable (TRA) arrangements. 

Podcast:
The “UP-C” Structure

1.20.16

2015 saw continued use in initial public offerings of the “UP-C” (or Umbrella Partnership–C-Corporation) structure. In this 10-minute podcast, corporate partner Josh Bonnie and John Hart, head of Simpson Thacher’s Tax Department, explain the basics of this structure and the associated tax receivable (TRA) arrangements.

To access and print the slides accompanying the podcast, please read here.

Unrivalled Record
We have unmatched experience advising on IPOs and
spin-offs utilizing UP-C and UP-PTP structures.


IPOs or spin-offs employing umbrella partnership structures that we have advised on include, among others:

  • Accenture
  • Adeptus Health
  • Ares Management
  • Artisan Partners Asset Management
  • Blackstone
  • The Carlyle Group
  • Evercore Partners
  • GoDaddy Inc.
  • HFF
  • KKR & Co.
  • Medley Management
  • Neff Corporation
  • Oaktree Capital Group
  • PJT Partners
  • Planet Fitness
  • Pzena Investment Management
  • Summit Materials
  • Virgin Mobile USA

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News & Events

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      Spotlight on

      Impacts of the Tax Reform Framework on UP-C Structures

      To view and print the full memorandum, please click here

      Spotlight on

      SEC Issues Favorable Interpretive Guidance on Rule 144 Holding Period in UP-C Structure

      To view and print the full memorandum, please click here

      To access the SEC staff's interpretive guidance and the request, please click here.

      Spotlight on

      SEC Expands Favorable Rule 144 Interpretive Guidance to UP-PTP Structures

      To view and print the full memorandum, please click here

      Spotlight on

      The Umbrellas of Subchapter K, by John C. Hart

      Read the article>