Extract to table
Pull the structured facts out of a document: parties, dates, amounts, obligations.
Extract to table / closing-tax-memorandum.docx
closing-tax-memorandum.docx
Parties
Harkness LLP
Ardent Capital Partners III LP
Pinnacle Health Services Group LLC
Ardent Healthcare Intermediate Inc
Ardent Healthcare Holdings LLC
Ardent Healthcare Merger Sub LLC
Cascadia Mezzanine Fund IV LP
Holdings LLC
Dates
May 31, 2024
March 15, 2024
June 30, 2024
June 14, 2024
May 28, 2024
March 8, 2024
August 12, 2016
March 3, 2020
March 22, 2024
December 31, 2018
Amounts
$412,000,000
$339,400,000
$72,600,000
$81.3
$8.7
$198.5
$59.54
$18,200,000
$19,050,000
$850,000
Obligations
04(c) of the Merger Agreement, Pinnacle is required to make an election under Section 754 of the Internal Revenue Code for its taxable year that includes the Closing Date
In this case, the election statement must be attached to Pinnacle's Form 1065 for the taxable year ending December 31, 2024
Allocation of Step-Up Among Asset Classes The Section 743(b) adjustment must be allocated among Pinnacle's assets in accordance with Section 755 of the Code and the applicable Treasury Regulations
Each rollover participant must file a Section 83(b) election with the Internal Revenue Service within 30 days of the "property transfer date
A copy of the filed Section 83(b) election must be attached to the participant's timely filed federal income tax return (Form 1040) for the 2024 taxable year
Specifically: (a) Virginia: Withholding must be remitted using Form 502W within 30 days of the transaction date