Extract to table
Pull the structured facts out of a document: parties, dates, amounts, obligations.
Extract to table / section-338h10-election-memo.docx
section-338h10-election-memo.docx
Parties
Harkness LLP
Callahan LLP
Vantage Mobility Systems Corp
Veltrano Capital GP IV LLC
Colón LLP
Clearwater Ventures Management LLC
Mercer Peak Advisors LLC
Lindt CPAs LLP
Dates
May 14, 2025
June 6, 2025
June 13, 2025
December 31, 2024
December 13, 2026
August 31, 2029
December 31, 2027
June 30, 2026
March 31, 2027
October 11, 2025
Amounts
$35,000,000
$218,000,000
$42,300,000
$5,900,000
$0.001
$4,800,000
$5,040,000
$240,000
$35,240,000
$7,700,000
Obligations
Qualified Stock Purchase Assuming the Section 338(h)(10) Election is available (or the parties achieve equivalent treatment through an alternative structure), the Acquisition must satisfy the requirements of a "qualified stock purchase" ("QSP") as defined in IRC § 338(d)(3)
The allocation must be consistent between the Buyer and the Sellers
Present Value of Tax Benefit The value of the stepped-up basis deductions must be assessed on a present-value basis, reflecting the time value of the tax savings over the applicable recovery periods
Closing-of-the-Books Method The SPA provides that for any taxable period of PulseLink that includes but does not end on the closing date (a "Straddle Period"), the allocation of income, gain, deduction, loss, and credit between the pre-closing portion and the post-closing portion of such Straddle Period shall be determined using the closing-of-the-books method