Our Advisory Services

Secondary (Secondaries Market) Transactions

The secondary market focuses on providing liquidity to Limited Partners (LPs) who wish to exit their positions early. Thomas Acquisition Group connects sellers (LPs) with buyers, including institutional investors and high-net-worth individuals.

How It Works:

• Identify LPs looking to sell their interests.

• Source potential buyers (family offices, PE funds, VC funds, wealth managers, or direct investors).

• Our investors underwrite the asset and negotiate pricing, typically based on Net Asset Value (NAV), adjusted for the fund's risk and liquidity profile.

• Facilitate the transfer, including legal and financial due diligence.

What We Purchase:

• Anything across the board

• Emerging markets

• Real Assets

• Primarily Limited Partner interests and portfolios

• Primarily General Partner-led portfolios

Purchase Price Range:

• $100,000 to $150,000,000

Fee Structure:

• The seller pays our fee.

• 5% for the first $1,000,000 of the total transaction value.

• 4% of the total transaction value after $1,000,000.

Closing Timeline:

• We can close a transaction as quickly as all documents can be obtained, the assets underwritten, and a mutually agreed price is reached.

Obtaining a Quote:

• A quote can only be obtained from properly underwriting the assets.

Contacting Us:

• To discuss your assets, partnership interests, or investments, provide your name, phone number, and email. We will contact you at your preferred time.

Transferable Tax Credits Transactions

Market Analysis: Brokering the Sale of Energy Tax Credits

Energy tax credits are government incentives designed to promote renewable energy adoption and energy efficiency improvements. These credits can be monetized when businesses or individuals sell excess credits to companies or investors who need them to offset tax liabilities.

Categories of Tradable Energy Tax Credits:

• Investment Tax Credits (ITCs) – Primarily for solar, wind, and renewable energy installations.

• Production Tax Credits (PTCs) – Based on energy production over time, commonly used in wind and biomass projects.

The Inflation Reduction Act (IRA) of 2022 has made many energy credits transferable, increasing liquidity and making the market more viable for brokers.

Our Business Model:

Thomas Acquisition Group acts as an intermediary between sellers (renewable energy developers, businesses with surplus credits) and buyers (corporations, high-net-worth individuals, and investment funds).

Fee Structure:

• The seller pays our brokerage fee.

• 5% of the total transaction value.

Example Transaction:

• A solar company sells $5 million in tax credits.

• Our 5% fee results in a $250,000 charge to the seller.

Why Sell Energy Tax Credits?

1. Insufficient Tax Liability – Many renewable energy developers don’t owe enough taxes to use credits effectively.

2. Immediate Cash Flow Needs – Businesses may prefer immediate capital instead of waiting years to claim benefits.

3. Expiring Tax Credits – Some credits expire in 10-20 years, making selling a better option than letting them go to waste.

4. Tax Free Income- Income from the sale of Tax Credit Transfers is non-taxable.

5. IRS Code Sections 705 & 1366 – Treatment of Income from the Sale of Tax Credit Transfers

   • IRC § 705 (Determination of Basis of Partner’s Interest):

     • Under Section 705(a)(1), a partner’s outside basis in a partnership is increased by taxable income, but tax-exempt income (such as certain energy tax credit sales) also increases basis without triggering immediate tax liability.

     • If the sale of tax credits is classified as non-taxable income, the partner still increases their basis but does not recognize taxable income.

   • IRC § 1366 (Pass-Through of Items to S Corporation Shareholders):

     • Section 1366(a)(1) states that an S corporation shareholder must include taxable income items, but certain non-taxable gains (such as eligible tax credit transfers) are excluded from taxable income and instead increase basis in the shareholder’s stock.

     • If the credit transfer is structured correctly, it does not create a taxable event, but it does adjust the shareholder’s basis accordingly.

Private Equity / Deal Sourcing / M&A Advisory Transactions

Deal Sourcing Strategies:

Deal sourcing is essential in mergers and acquisitions (M&A), particularly for buy-side advisory and private equity secondary transactions. We specialize in identifying, evaluating, and engaging with potential acquisition targets for private equity firms.

Our Services Include:

• Sourcing proprietary and mid-market deals for Private Equity firms.

• Providing due diligence, valuation analysis, and strategic advisory.

• Connecting buyers and sellers in M&A transactions.

Fee Structure:

• 5% for the first $1,000,000 of the total transaction value.

• 4% of the total transaction value after $1,000,000.

For more information or to discuss a potential transaction, contact Thomas Acquisition Group today.