Extract to table

For a Section 338(h)(10) election to be available, the target entity must be a corporation — specifically, either an S-corporation or a member of a consolidated group of corporations — at the time of the qualified stock purchase

Allocation of Section 743(b) Adjustment The $224,400,000 Section 743(b) basis adjustment must be allocated among Pinnacle's assets in accordance with Section 755 of the Code and Treasury Regulations § 1

Grossed-Up Cost of Seller Compensation: Approximately $16,100,000 (assuming the Buyer must compensate the sellers for their incremental tax cost of ~$12

The Form 8832 must be filed within 75 days of the desired effective date

The deemed contribution of assets to a newly formed corporation must be analyzed under Section 351, including a comprehensive review of all of Pinnacle's liabilities for Section 357(c) purposes