Why does Sinema like the carried interest loophole?

Sinema is in. But a plan to close a big tax loophole is out.

Last night, Senator Kyrsten Sinema, Democrat of Arizona, announced her support for the Inflation Reduction Act — the climate, tax and health care package that would spend about $300 billion, and raise taxes by roughly the same amount, over 10 years. With Sinema on board, the bill is likely to move quickly through the Senate.

Sinema had one main request before she would sign on: Remove a provision that would have partly closed the carried interest loophole. This bit of wiggle room in the tax code mainly benefits private equity professionals, allowing them to pay lower investment tax rates on compensation that should almost certainly be considered ordinary income. The loophole’s expected survival is being cheered by the private equity and real estate industries, but it is also causing a lot of head-scratching.

Sinema has been silent on why she considers preserving the carried interest loophole so important. She helped prevent a similar measure from being included in the Build Back Better bill last year. But there appears to be little public record of Sinema discussing why she supports special tax treatment for carried interest. According to a search of the Congressional Record, Sinema has apparently never uttered the phrase “carried interest” in a public legislative session.

But Sinema has voiced her support for private equity. On the House floor in 2016 when she was a representative, she said that private equity investors “provide billions of dollars each year to Main Street businesses,” and that this investment helped support “130,000 workers and their families” in Arizona alone.

There has been bipartisan interest in closing the loophole. Both President Biden and former President Donald Trump tried to do so. Many on Wall Street, including Jamie Dimon, chief executive of JPMorgan Chase, and Robert Rubin, a former Treasury secretary, have called for its end. And there is little evidence to back up the industry’s claim that a tax break for managers of private equity funds creates more companies and jobs.

Some speculate that campaign contributions swayed Sinema. In the past five years, Sinema has received $2.2 million from investment firms, according to Open Secrets. KKR and Goldman Sachs are among her top contributors. Still, that’s far less than what Senator Chuck Schumer of New York, the majority leader, receives in Wall Street contributions, and he supported the bill’s original carried interest fix. Even Mark Kelly, a Democrat and Arizona’s other senator, has raised more from Wall Street in the current election cycle than Sinema. But Sinema isn’t running for office again until 2024, while Kelly faces a race this year.

HERE’S WHAT’S HAPPENING

China halts some cooperation with the U.S. after Speaker Nancy Pelosi’s Taiwan visit. It is canceling planned meetings with the Defense Department as well as talks on maritime safety and climate. Japan condemned China for its military exercises near Taiwan, and Pelosi, visiting Japan, responded defiantly to the rising tensions.

Republican state treasurers are “weaponizing” public office against climate change. An investigation by The Times’s David Gelles uncovered a campaign to thwart regulations aimed at shifting to sustainable energy, advanced by the State Financial Officers Foundation, a little-known nonprofit group. It has been pushing officials to promote oil and gas interests, in part by cutting off financial institutions that “discriminate” against the fossil fuel industry.

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A consumer watchdog scrutinizes Goldman Sachs’s account management practices. The bank said its credit card unit was being investigated by the C.F.P.B. for its handling of refunds and billing disputes, among other things. Goldman started offering a card with Apple in 2019 in an effort to diversify into retail banking.

Warner Bros. Discovery is pivoting to the traditional. It reported a loss of $3.4 billion in its first full quarter as a merged company. Its C.E.O., David Zaslav, said it would adopt a “more sensible” approach to budgets after a Netflix-induced era of excess. The company will combine its two main streaming services, HBO Max and Discovery+, and may create an ad-supported offering.

The Twitter deal’s competing narratives

Yesterday, both Elon Musk’s counterclaims against Twitter and its response to him were made public. The two sides largely dug in their heels on their respective arguments, with some fine-tuning. But the filings also include retellings of the deal narrative from both points of view, and — despite Musk and Twitter having agreed to a recap of how it all came together as part of their joint proxy agreement — their memories now notably diverge.

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Here’s a play-by-play of the weeks leading up the deal, as both sides see it:

Musk buys up shares in Twitter starting in January. Musk says it all began because of his faith in the company, according to the filing: “Despite his growing concerns with the company’s direction, he still believed in Twitter as a product — one that provided a necessary public good while still offering significant untapped opportunity for monetization.” (The S.E.C. is looking into whether Musk’s early investments in Twitter were truly passive.)

Musk says he’s joining the Twitter board on April 5. Musk says Jack Dorsey and the Twitter board asked him to join: “Musk was hesitant at first, but listened to their pitches over the next couple weeks.” Twitter said in its proxy that joining the board was one of three paths Musk had told Twitter he planned to pursue with his stake — presumably the one that was the least threatening.

Musk rejects the board seat on April 9. Musk says he “eventually realized that Twitter’s current management was not up to the task of fixing Twitter” and he “would need more than a single board seat.” Twitter says he was rash: “Musk abruptly changed his mind about joining Twitter’s board (after first negotiating an offer to join the board, accepting it in writing, and Tweeting that he was “looking forward” to taking the position).”

Musk offers $54.20 a share to buy Twitter on April 14. Musk said this was what his bankers at Morgan Stanley told him the company was worth, using a model based “in significant part” on Twitter’s daily active user count (“mDAU”). Twitter says in its response that Musk “invented” his reliance on those disclosures, noting that it earns the bulk of its revenue from advertisers who focus on the return on investment from their campaigns.

The two sign a deal at warp speed within two weeks. Musk said Twitter moved fast because it knew it would soon be restating its user count, which “would have likely caused the Musk Parties to ask further questions that could delay the signing of the Merger Agreement.” Twitter says in its proxy that it was Musk who pushed Twitter to sell quickly: On April 24, Musk told Twitter’s chair, Bret Taylor, that he was sending over a draft merger agreement so they could have a deal by the next day’s stock market open. In its response to Musk’s claims, Twitter writes: “Musk sought an urgent deal, undertook no due diligence, and offered a self-described ‘seller friendly’ merger agreement that contained no representations about false or spam accounts or mDAU.”

“You’ve noticed I’ve said the word connection about 20 times. It’s so crucial to the psychological safety that every person — doesn’t matter if you’re young or old — needs right now in a very anxious time.”

— Claude Silver, the “chief heart officer” at the agency VaynerMedia. The pandemic and remote work have led to an increase in unusual job titles.

Credit card companies cut additional ties to Pornhub

Visa and Mastercard are suspending credit card payments for advertising on Pornhub, a site that has put the companies at the center of a yearslong controversy over potential complicity in illegal activity.

As DealBook reported earlier, a California federal court last Friday declined to dismiss Visa from a case brought by a woman who struggled to have sexually abusive videos, taken of her as an underage teen, removed from Pornhub. The suit argues that Visa helped monetize the illegal content via advertising, even though it has blocked the use of Visa cards for payments on Pornhub since 2020.

The legal decision has “created new uncertainty” about the role of TrafficJunky, the advertising arm of Pornhub’s parent company, MindGeek, Al Kelly, Visa’s C.E.O. and chairman, wrote in a company blog post yesterday. “Accordingly, we will suspend TrafficJunky’s Visa acceptance privileges based on the court’s decision until further notice,” he wrote. Kelly also said that his company condemned “sex trafficking, sexual exploitation and child sexual abuse.”

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Mastercard put up its guard. Not a party to the suit but perhaps anticipating future litigation, it told DealBook in a statement that it was also blocking payments to TrafficJunky. “New facts from last week’s court ruling made us aware of advertising revenue outside of our view that appears to provide Pornhub with indirect funding,” a spokesman said. Like Visa, Mastercard halted direct payments on Pornhub after Nicholas Kristof highlighted credit card companies’ ties to the site in a Times Opinion piece.

The pressure has been on ever since, not least from Bill Ackman, the founder of the hedge fund Pershing Square Capital Management, who is campaigning for accountability. “I just learned that @discovercard is still providing payment services to MindGeek despite @Visa and @Mastercard’s suspension,” Ackman tweeted yesterday. “This needs to stop now!” Discover did not comment in time for publication.

THE SPEED READ

Deals

• Coinbase and BlackRock are joining forces, connecting platforms so BlackRock clients can easily access the crypto exchange. (FT)

• Halliday, a buy-now-pay-later start-up for financing blockchain game purchases, gets $6 million in a seed round led by Andreessen Horowitz. (TechCrunch)

Policy

Best of the rest

David F. Gallagher contributed to today’s DealBook.

We’d like your feedback! Please email thoughts and suggestions to dealbook@nytimes.com.

Hey, Alexa, tell Roomba to vacuum the bedroom.

Amazon announced on Friday that it had reached an agreement to buy iRobot Corp., the maker of the Roomba robotic vacuum, for $1.7 billion, adding to its growing roster of smart home products.

“We know that saving time matters, and chores take precious time that can be better spent doing something that customers love,” Dave Limp, senior vice president of Amazon Devices, said in a statement announcing the acquisition.

Amazon will acquire iRobot, including its debt, for $61 per share in an all-cash transaction, according to the statement. The purchase would be Amazon’s fourth-largest acquisition after the company bought Whole Foods for $13.7 billion in 2017 and the movie studio MGM for $8.5 billion last year. Last month, Amazon announced a foray into medical services with an agreement to spend $3.9 billion to acquire One Medical, a chain of primary care clinics around the United States.

The Roomba and iRobot’s other cleaning devices, including robotic mops and air purifiers, join a portfolio of Amazon-owned smart home devices that includes Ring doorbells and Alexa, Amazon’s virtual assistant and speaker. iRobot also makes an educational robot called Root that allows children to experiment with coding.

The Roomba first hit dirty floors in 2002, to the delight of lazy people and the bemusement of pets, particularly cats. The New York Times described it as “easy, effective and fun,” and a product that quickly became “a member of the household.”

The $200 early version struggled around corners and chair legs, even falling down stairs. But 20 years later, the Roomba j7 can, according to the company, recognize over 80 common objects (including cords and pet waste), returns to its dock once its chores are complete and then empties itself. The most expensive option sells for $999.99.

While iRobot is best known for its roving cleaning equipment, the technology powering these tools is also sucking up troves of spatial data used to map users’ homes. Some digital rights groups have expressed concern that this data could help companies like Amazon find out information about the size of homes and even their contents, right down to the brand.

iRobot reported $255.4 million in revenue in the second quarter of 2022, a 30 percent decrease over the previous year. Amazon reported $121.2 billion in revenue in the second quarter, up 7.2 percent from a year earlier but down slightly from the 7.3 percent revenue growth it reported in the first quarter of this year. It was Amazon’s slowest growth in more than two decades after the company began to come down from its high pandemic demands.

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For years, Democrats and even some Republicans such as former President Donald J. Trump have called for closing the so-called carried interest loophole that allows wealthy hedge fund managers and private equity executives to pay lower tax rates than entry-level employees.

Those efforts have always failed to make a big dent in the loophole — and the latest proposal to do so also faltered this week. Senate leaders announced on Thursday that they had agreed to drop a modest change to the tax provision in order to secure the vote of Senator Kyrsten Sinema, Democrat of Arizona, and ensure passage of their Inflation Reduction Act, a wide-ranging climate, health care and tax bill.

An agreement reached last week between Senator Chuck Schumer, the majority leader, and Senator Joe Manchin III, Democrat of West Virginia, would have taken a small step in the direction of narrowing carried interest tax treatment. However, it would not have eliminated the loophole entirely and could still have allowed rich business executives to have smaller tax bills than their secretaries, a criticism lobbed by the investor Warren E. Buffett, who has long argued against the preferential tax treatment.

The fate of the provision was always in doubt given the Democrats’ slim control of the Senate. And Ms. Sinema had previously opposed a carried interest measure in a much larger bill called Build Back Better, which never secured the 50 Senate votes needed — Republicans have been unified in their opposition to any tax increases.

Had the legislation passed in the form that Mr. Schumer and Mr. Manchin presented it last week, the shrinking of the carried interest exception would have brought Democrats a tiny bit closer to realizing their vision of making the tax code more progressive.

What is carried interest?

Carried interest is the percentage of an investment’s gains that a private equity partner or hedge fund manager takes as compensation. At most private equity firms and hedge funds, the share of profits paid to managers is about 20 percent.

Under existing law, that money is taxed at a capital-gains rate of 20 percent for top earners. That’s about half the rate of the top individual income tax bracket, which is 37 percent.

The 2017 tax law passed by Republicans largely left the treatment of carried interest intact, after an intense business lobbying campaign, but did narrow the exemption by requiring private equity officials to hold their investments for at least three years before reaping preferential tax treatment on their carried interest income.

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What would the Manchin-Schumer agreement have done?

The agreement between Mr. Manchin and Mr. Schumer would have further narrowed the exemption, in several ways. It would have extended that holding period to five years from three, while changing the way the period is calculated in hopes of reducing taxpayers’ ability to game the system and pay the lower 20 percent tax rate.

Senate Democrats say the changes would have raised an estimated $14 billion over a decade, by forcing more income to be taxed at higher individual income tax rates — and less at the preferential rate.

The longer holding period would have applied only to those who made $400,000 per year or more, in keeping with President Biden’s pledge not to raise taxes on those earning less than that amount.

The tax provision echoed a measure that was initially included in the climate and tax bill that House Democrats passed last year but that stalled in the Senate. The carried interest language was removed amid concern that Ms. Sinema, who opposed the measure, would block the overall legislation.

Why hasn’t the loophole been closed by now?

Many Democrats have tried for years to completely eliminate the tax benefits private equity partners enjoy. Democrats have sought to redefine the management fees they get from partnerships as “gross income,” just like any other kind of income, and to treat capital gains from partners’ investments as ordinary income.

Such a move was included in legislation proposed by House Democrats in 2015. The legislation would also have increased the penalties on investors who did not properly apply the proposed changes to their own tax filings.

The private equity industry has fought back hard, rejecting outright the basic concepts on which the proposed changes were based.

“No such loophole exists,” Steven B. Klinsky, the founder and chief executive of the private equity firm New Mountain Capital, wrote in an opinion article published in The New York Times in 2016. Mr. Klinsky said that when other taxes, including those levied by New York City and the state government, were accounted for, his effective tax rate was between 40 and 50 percent.

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What would the change have meant for private equity?

The private equity industry has defended the tax treatment of carried interest, arguing that it creates incentives for entrepreneurship, healthy risk-taking and investment.

The American Investment Council, a lobbying group for the private equity industry, described the proposal as a blow to small business.

“Over 74 percent of private equity investment went to small businesses last year,” said Drew Maloney, chief executive of the council. “As small-business owners face rising costs and our economy faces serious headwinds, Washington should not move forward with a new tax on the private capital that is helping local employers survive and grow.”

The Managed Funds Association said the changes to the tax code would hurt those who invested on behalf of pension funds and university endowments.

“Current law recognizes the importance of long-term investment, but this proposal would punish entrepreneurs in investment partnerships by not affording them the benefit of long-term capital gains treatment,” said Bryan Corbett, the chief executive of the association.

“It is crucial Congress avoids proposals that harm the ability of pensions, foundations and endowments to benefit from high-value, long-term investments that create opportunity for millions of Americans.”

Jim Tankersley contributed reporting.