2026年第一季度应收税款协议（TRA）市场更新

TAX RECEIVABLEAGREEMENTS 01Introduction TRA Leadership Q1 2026 Houlihan Lokey is pleased to present its Tax ReceivableAgreements Market Update for Q1 2026, which presents anoverview of the market for tax receivable agreement (TRA) 01Introduction 02Recent TransactionsQ1 2026New TRA Issuances Tom GoldrickManaging DirectorTGoldrick@HL.com+1 312.456.4787 MichaelMulkerinManaging DirectorMMulkerin@HL.com+1 310.712.6567 In this issue, we highlight recent public TRA issuances, M&A transactions, andtransactions that happened in Q1 2026. We also discuss various considerationswhen estimating the taxable income of an umbrella partnership C corporation 03Estimating TaxableIncome of an Up-CPublic Company We hope you find this quarterly update to be informative and that it serves asa valuable resource to you for staying up-to-date on the TRA market. If there isadditional content you would find useful for future updates, please email us Ben ChiuVice PresidentBChiu@HL.com+1 310.788.5322 Tad FlynnSenior AdvisorTFlynn@HL.com+1 212.497.7852 04How Houlihan LokeyCan Help Sincerely,Houlihan Lokey’s TRA Team Contact Us Please reach out to us to schedule a call to discuss thisquarter’s market update or to explore how we can serveyour business needs. TAX RECEIVABLEAGREEMENTS 02 New TRA Issuances Q1 2026 There were six new public TRA issuances that were filed, announced, or closed in Q1 2026. 01Introduction02Recent TransactionsQ1 2026New TRA IssuancesOther TRA Event TAX RECEIVABLEAGREEMENTS 02Recent TransactionsQ1 2026(cont.) New TRA Issuances Q1 2026 There were six new public TRA issuances that were filed, announced, or closed in Q1 2026. 01Introduction 03Estimating TaxableIncome of an Up-CPublic Company 04How Houlihan LokeyCan Help Other TRA Event One TRA termination as part of a private placement transaction was announced in Q1 2026. TAX RECEIVABLEAGREEMENTS 02Recent TransactionsQ1 2026(cont.) M&A Events Impacting TRAs Q1 2026 In Q1 2026, there were three M&A transactions where the target was the obligor to a TRA. 04How Houlihan LokeyCan Help TAX RECEIVABLEAGREEMENTS 03 In this edition, we discuss important considerations when estimating the taxable income of an Up-C public company. Q1 2026 01Introduction When evaluating the financial health and future cash flows of a public company structured as an Up-C, analysts frequently look to adjusted EBITDA as a primary metric ofoperating performance. Adjusted EBITDA provides a normalized view of earnings by stripping out one-time and non-cash expenses. However, relying solely on adjustedEBITDA does not necessarily translate directly to the future payment stream of a TRA. While adjusted EBITDA is a reasonable starting point, accurately estimating a public 02Recent TransactionsQ1 2026New TRA Issuances Blocked vs. Unblocked Entities When assessing taxable income, understanding where within the corporate structure that income is generated can be critical. In an Up-C structure, the public company sitson top of an operating partnership, and the income generated by the umbrella partnership entity flows through to the public company and is subject to taxation at that 03Estimating TaxableIncome of an Up-CPublic Company However, many Up-Cs own subsidiaries that are treated as corporations for tax purposes, such as controlled foreign corporations (CFCs) or U.S. domestic C corporationsubsidiaries, which can act as “blockers.” Income generated within these blocked subsidiaries generally does not flow through to the umbrella partnership or the publiccompany as taxable income (unless distributed as dividends or subject to specific anti-deferral regimes). Therefore, it is important to bifurcate taxable income between 04How Houlihan LokeyCan Help The table below shows a hypothetical example of this bifurcation for illustrative purposes. TAX RECEIVABLEAGREEMENTS 03 In this edition, we discuss important considerations when estimating the taxable income of an Up-C public company. Q1 2026 01Introduction Add-Backs Between Reported and Adjusted EBITDA 02Recent TransactionsQ1 2026New TRA Issuances Differences between reported and adjusted EBITDA are an important consideration when estimating taxable income, as adjusted EBITDA typically adds back nonrecurringexpenses that have real tax implications. For example, litigation expenses, restructuring costs, and transaction fees are frequently added back to adjusted EBITDA. However, Conversely, there are certain add-backs within adjusted EBITDA that may not actually be taxable items, and these adjustments should therefore be ignored for taxpurposes. One example common to public TRA issuers is TRA remeasurement gains and losses, which, along with other non-cash fair value adjustments, do not impact 03Estimating TaxableIncome of an Up-CPublic Company The table below shows a hypothetical example of certain add-back adjustments for illustrative purposes. 04How Houlihan LokeyCan Help TAX RECEIVABLEAGREEMENTS