Extract to table
Pull the structured facts out of a document: parties, dates, amounts, obligations.
Extract to table / purchase-price-allocation-memo.docx
purchase-price-allocation-memo.docx
Parties
Harkness LLP
Keene LLP
Meridian Consumer Brands LLC
Hargrove Capital Partners LP
Oakridge Phelps LLP
Redfield Samuels LLP
Capital Partners Fund IV LP
Hargrove Capital GenPar IV LLC
Dates
April 7, 2025
June 16, 2025
December 31, 2024
December 16, 2026
July 1, 2020
June 30, 2030
December 31, 2022
January 1, 2023
Amounts
$40,000,000
$620
$285
$36,000,000
$4,000,000
$58,000,000
$5,800,000
$14,200,000
$3,000,000
$6,350,000
Obligations
338-6 must be applied, and both parties are subject to the reporting obligations set forth in IRC § 1060(b)
Statutory and Regulatory Background IRC § 1060(a) provides that, in the case of any applicable asset acquisition, for purposes of determining both (i) the transferee's basis in the acquired assets and (ii) the gain or loss of the transferor with respect to such acquisition, the consideration paid for the assets shall be allocated among the acquired assets in the same manner as amounts are allocated to assets under IRC § 338(b)(5) — that is, pursuant to the residual method
In the event of a post-closing NWC adjustment payment (whether from Buyer to Seller or from Seller to Buyer), the aggregate Purchase Price will be effectively adjusted, and the Allocation must be revised accordingly