Un año de OBBBA: lo que estamos viendo en las operaciones del mercado medio
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One year after the One Big Beautiful Bill Act (OBBBA) took effect, the tax consequences of mid-market M&A have shifted in meaningful ways. Restored 100% bonus depreciation, reinstated immediate domestic R&D expensing, an EBITDA-based interest deduction, and an expanded QSBS exclusion have changed how deals get structured, negotiated, and financed — with tax planning increasingly part of the conversation from the start.
When OBBBA passed, the headlines focused on what it might mean for deals. A year in, we can speak to what is actually happening. The short version: the tax consequences of deal structure have shifted in ways that now show up in how transactions are planned, negotiated, and closed — and the owners and advisors who recognized that early are better positioned for it.
The tax consequences of deal structure have shifted in ways that now show up in how transactions are planned, negotiated, and closed.
Here’s what’s changed in real transactions, and the questions worth raising with your advisory team before you start negotiating.
Three OBBBA provisions affecting after-tax income in the years following a transaction
Three OBBBA provisions are showing up consistently in how deals get structured and what tax questions get raised in diligence: bonus depreciation, the restored EBITDA-based interest deduction, and reinstated domestic R&D expensing. Each affects after-tax income in the years following a transaction, and each is generating earlier and more substantive conversations than we saw before OBBBA.
First, 100% bonus depreciation is back. In asset deals, that means buyers can immediately write off qualifying assets rather than depreciate them over years. The tax impact is front-loaded, which improves after-tax cash flow in the early years of ownership and creates real incentive to pursue asset deal structure where possible.
Second, the interest deduction limit now runs on EBITDA rather than EBIT. Adding back depreciation and amortization gives leveraged buyers more deductible interest — a meaningful boost when debt is part of the structure.
The result: the tax consequences of the same acquisition look meaningfully different today than they did a year ago. Buyers and sellers who have not revisited their tax planning assumptions under OBBBA may be missing planning opportunities that are now available.
The OBBBA also restored immediate expensing of domestic research and development costs, reversing a 2022 change that had required businesses to amortize R&D over five years. For acquisition targets in manufacturing, healthcare, and technology — industries where R&D spend is meaningful — this improves after-tax cash flow and can affect how a target’s earnings profile looks post-close. It is worth flagging in diligence for any deal where the target carries significant R&D expenditure. One important caveat: the OBBBA retained the 15-year amortization requirement for foreign R&D costs. For targets with international research operations, the domestic and foreign R&D treatment will differ, and that distinction matters in diligence.
What does this mean for purchase price allocation in asset deals?
Purchase price allocation has become a sharper negotiation point, with buyers placing greater emphasis on the tax benefits associated with basis step-ups.
With 100% bonus depreciation restored, buyers have a strong incentive to push more of the purchase price toward assets that qualify (equipment, machinery, and certain improvements) because they can deduct that value right away. Sellers, meanwhile, may prefer allocations that produce capital gains rather than ordinary income.
Tax considerations are becoming a more important part of deal negotiations as a result, particularly in asset acquisitions, where allocation can have a meaningful impact on future deductions and cash flow. Allocation is increasingly being modeled earlier in diligence, not treated as a closing-day formality.
How has QSBS changed seller timing and structure?
For sellers, the QSBS expansion is the provision generating the most meaningful change in behavior.
Under OBBBA, for stock issued after July 4, 2025, the per-issuer gain exclusion cap increased from $10 million to $15 million, the gross asset threshold rose from $50 million to $75 million, and the prior five-year cliff was replaced with a tiered structure — 50% exclusion at three years, 75% at four years, and 100% at five years.
The expanded qualified small business stock (QSBS) exclusion lets eligible shareholders exclude a larger share of gain from the sale of qualifying C-corporation stock. One notable shift over the past year: founders and shareholders are raising QSBS questions much earlier in the process, sometimes during entity formation and often before a letter of intent is signed. Business owners appear more aware of the potential benefits and are proactively considering how structure and timing decisions may affect eligibility. QSBS has also become a consideration on both sides of the table. Buyers are increasingly receptive to structures that may preserve or create QSBS eligibility for future appreciation, which can influence transaction structure, rollover equity arrangements, and overall deal economics.
One secondary note: the permanence of the QBI deduction has removed the sunset-driven urgency that pushed some pass-through owners toward premature exit conversations in 2024 and early 2025. It is not a deal driver, but it has allowed owners to focus on business readiness and market timing rather than a tax deadline.
The takeaway for sellers: Structure and timing decisions deserve a fresh look, ideally 12 to 18 months before you go to market.
How the restored interest deduction is shifting debt-versus-equity structuring decisions
One consequence of the EBITDA restoration that comes up in structuring conversations is how it affects the debt-versus-equity decision. When more interest is deductible, the after-tax cost of carrying debt declines — which means the tax consequences of a debt-heavy structure look meaningfully different today than they did when the EBIT limitation was in effect from 2022 through 2024.
We are seeing this surface in discussions about how to fund acquisitions and capital investments — specifically, how much of the financing should be debt versus equity. That is ultimately a business decision, not a tax decision. But the tax consequences of that choice have shifted, and owners and their advisors should understand the current rules before the structure is set.
One nuance worth flagging: the OBBBA’s new ordering rule requires the Section 163(j) limitation to be calculated before interest is capitalized to the balance sheet. For businesses with large inventories or long production cycles that previously used interest capitalization as a planning tool, that strategy is no longer available — a reminder that the EBITDA restoration helps many situations, but the full picture depends on the specifics of the business.
A framework for owners weighing a transaction in the next 12-18 months
If a deal is on your horizon, early tax planning can have a meaningful impact on after-tax economics. Tax considerations, particularly around entity structure, QSBS eligibility, and deal structure, are increasingly being discussed well before a transaction reaches the market. Key areas worth raising with your advisors early:
- Revisit your tax planning assumptions. Whether you are buying or selling, the tax consequences of deal structure have shifted materially under OBBBA. Confirm your tax planning reflects the current rules on bonus depreciation, interest deductibility, and QSBS — not last year’s.
- Review entity structure and QSBS eligibility. For sellers especially, confirm whether your structure positions you to claim the QSBS exclusion, ideally well before a buyer enters the picture.
- Model purchase price allocation early. In asset deals, allocation now drives real tax outcomes for both sides and deserves attention in diligence, not at closing.
- Consider estate and wealth transfer planning. Pre-liquidity planning can preserve significant value, but the window to act is typically before a deal is underway, not during.
- Evaluate pre-sale restructuring and rollover equity options. Entity conversions, rollover equity structures, and exit alternatives are most effective when explored before a buyer is at the table.
- Address state tax and residency considerations. State tax planning, including residency and multi-state exposure, can meaningfully affect after-tax proceeds and is often overlooked until late in the process.
Tax planning and deal advisory work best together
A year into OBBBA, owner sentiment has shifted. More deals are moving, and the conversation has changed — owners are less focused on whether to transact and more focused on when and how to structure efficiently. That is a meaningful shift. At the same time, it is worth noting what we are hearing from financial due diligence professionals: while owner decisiveness has increased, diligence itself is taking longer and growing more complex. Buyers are conducting deeper reviews, technology and cybersecurity diligence has expanded significantly, and the period between LOI and close has stretched. The practical implication for owners is that early preparation — clean financials, organized records, and tax planning done well in advance — matters more than it used to. Deals that move smoothly through diligence do so because the groundwork was laid before the process started, not during it.
The rules have changed the numbers. If you’re considering a transaction in the next 12 to 18 months, now is the time to revisit your assumptions — before you sit down at the table. Kaufman Rossin’s Tax Transaction Services team is here to help you navigate OBBBA’s impact on your deal and develop a strategy tailored to your specific situation.
Einat Laver Impuestos Principal en Kaufman Rossin, una de las 50 principales firmas de contabilidad y asesoría de EE. UU.
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