Commercial Awareness Digest - 24th October 2025

Blackstone and TPG's joint acquisition of Hologic signals new trends in PE

By Esme Glover

This week, the private equity (PE) world has seen a wave of activity. Most notably, TPG and Blackstone, two of the largest PE firms, have been involved in an $18.3 billion takeover of Hologic. Unlike many private equity transactions, this is a ‘take-private’ offer, meaning Hologic will be delisted from public stock exchanges such as the Nasdaq once the acquisition closes.

This size and timing of this deal reflects some of the broader trends in PE work. Across the industry, there has been an increase in activity as PE firms are under pressure to deploy over $2 trillion unused cash within defined investment time frames. For instance, earlier this year in September 2025, the industry’s largest takeover occurred which involved Silver Lake and Affinity Partners. These PE firms participated in a $55 billion takeover of Electronic Arts, one of the largest video game companies. Both the Hologic and Electronic Arts transactions underscore the ability of PE players to deploy large amounts of capital into complex and high-value deals in the current market environment.

Let's delve further into Hologic as a company and why it may be valuable to PE firms. Hologic is a US-based healthcare technology company that was founded in 1985. The company focuses predominantly on women’s health, however has also expanded its services to provide other products that are high in demand, including COVID-19 test kits. Despite this expansion, the company’s main areas of expertise remain in finding innovative technologies that can enhance the diagnostic services testing for breast cancer and sexual health issues.

Hologic’s appeal to PE firms lies in its combination of resilient demand, consistent profitability and scope for expansion and growth. A move to private ownership under TPG and Blackstone aims to increase innovation and growth before potentially enabling it to re-emerge as a public asset, according to BTIG analyst Ryan Zimmerman.

The Hologic transaction will be financed by the following five banks: Citi, Bank of America, Royal Bank of Canada and SMBC. This choice of traditional bank financing, as compared to private credit funds, marks a notable shift in the market. Due to a drop in borrowing costs, particularly in the United States as compared to 2022 and 2023, private credit funds who had previously maintained dominance in terms of financing, are seeing the return of traditional banks.

Due to the sizeability of the deal, this marks a significant deal within the legal sphere. Wachtell, Lipton, Rosen & Katz are serving as legal counsel to Hologic and are experts in the field of M&A and takeovers. On the Private Equity side, Kirkland & Ellis LLP is serving as legal counsel to the firms and Ropes & Gray is serving as healthcare regulatory counsel.

Shifts in Tax Law Ripple into the Legal Market

By Zuha Malik

Tax law is often treated as a technical back-office discipline, but in reality it shapes almost every commercial decision a client, or a law firm makes. From cross-border M&A, to fund structuring and executive compensation, tax determines how value is created as well as recorded. For law firms themselves it even defines their internal economics.

Most large UK firms operate as limited-liability partnerships (LLPs). The model was introduced in 2001 to blend partnership culture with limited liability and favourable tax treatment. Partners are taxed as self-employed individuals, paying income tax and personal National Insurance on drawings, while the firm pays no employer National Insurance contributions (NICs). This 13.8 percent differential has long underpinned the competitiveness of the LLP model compared with incorporated compaies that face corporation tax on profits before distributing dividends.

That distinction is now under scrutiny. Chancellor Rachel Reeves is reportedly considering extending NICs to LLPs - a reform that could raise £1.9 billion annually but effectively impose a corporate-style payroll tax on partnerships. For elite firms with profit margins above 45 percent, the hit would be inconvenient but also absorbable.. For regional and mid-market firms operating 9-12 percent margins, it could determine whether growth plans survive. The Law Society warns the measure risks deterring investmnet in a secotr that contributed over £100 billion to UK GDP last year.

From a legal-market perspective, the proposal illustrates how tax policy operates as industrial policy. A permanent NIC charge would alter capital structures and partner remuneration models; even the pipeline of associates aspiring to equity. Some firms are already exploring incorporation or hybrid structures to manage expose, while others may accelerate overseas expansion where effect rates are lower. Tax advisores at Travers Smith and RPC note that a shift of just a few percentage points in profit allocation can cascade through transfer-pricing and regulatory considerations.

Globally, the debate echoes the OECD's Base-Erosion and Profit-Shifting (BEPS) agenda and the 15 percent global minimum tax: initiatuves aimed at fairness. Supporters argue that extending National Insurance to partnerships would simply modernise an outdated disctinction - ensuring that high-earning professionals contribute on the same terms as employees. In that sense, the proposal reflects a broader push for fiscal fairness and transparency across the economy. Yet what Reeves calls fairness may ultimaltely, according to some, test the resilience of Britain's professional-services model. If the government misjudges that balance, it has the potential to tax away one of the UK's few globally competitive exports.