Skip To The Main Content

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. 

The “UP-C” Structure


In this 10-minute podcast, Corporate Partner Josh Bonnie and Tax Partner Drew Purcell discuss the basics of the “UP-C” structure and the related tax receivable agreements (TRAs), and the impact of tax reform on the use of these structures in IPOs.

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
  • Artisan Partners Asset Management
  • Blackstone
  • Brixmor Property Group
  • Bumble
  • The Carlyle Group
  • Change Healthcare
  • DynaVox
  • Evercore Partners
  • Finance of America Companies
  • FXCM
  • GoDaddy
  • Goosehead Insurance
  • Graham Packaging Company
  • HFF
  • Invitation Homes
  • KKR & Co.
  • Medley Management
  • Neff Corporation
  • Oaktree Capital Group
  • PJT Partners
  • Planet Fitness
  • Pzena Investment Management
  • Shift4 Payments
  • Summit Materials
  • Virgin Mobile USA
  • Virtu Financial
  • ZoomInfo Technologies

    News & Events



        Spotlight on
        UP-C Initial Public Offering Structures: Overview

        To view and print this article, please click here.

        Spotlight on
        Impacts of the Tax Reform Legislation on UP-C 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»