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Chapter 7 — Common Issues Related to Cash Flows

7.14 Tax Receivable Agreements

7.14 Tax Receivable Agreements

A common method for partnerships or limited liability companies (LLCs) to raise capital via an initial public offering (IPO) or through a special-purpose acquisition company (SPAC) is by using the umbrella partnership C corporation (“Up-C”) structure. An Up-C structure involves (1) the formation of a new corporation (often referred to as “PubCo”) for the purpose of completing a public offering and (2) the restructure of transactions to carry on the business of an operating entity (often referred to as “OpCo”) that is usually structured as an LLC or a limited partnership.