How Net Operating Losses Work in M&A and LBO Models

Net operating losses can reduce a company’s future cash taxes, but an acquisition often restricts how quickly that tax benefit can be used. A sound M&A or leveraged buyout model needs to capture the NOL roll-forward, the Section 382 limitation, and the deal structure.

Author: Michael Harris Updated 5 min read

What an NOL represents

A net operating loss, or NOL, generally arises when a company’s tax deductions exceed its taxable income. Subject to applicable tax rules, the company may carry the loss forward and use it to offset taxable income in future periods.

NOLs matter in deal models because lower cash taxes increase free cash flow. In an LBO, that additional cash can support debt repayment. In an M&A model, it can improve the acquired company’s cash contribution and potentially increase accretion.

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