Extract to table
Pull the structured facts out of a document: parties, dates, amounts, obligations.
Extract to table / memo-tax-structure-considerations.docx
memo-tax-structure-considerations.docx
Parties
Penterra Pharmaceuticals Corp
Harkness LLP
Delaware General Corp
Federal Inc
Brentmoor Advisors LLP
State Inc
New Jersey Gross Inc
Dates
August 15, 2023
June 1, 2023
December 31, 2026
January 1, 2023
Amounts
$925,000,000
$693,750,000
$231,250,000
$39.17
$125,000,000
$1,050,000,000
$400,000,000
$293,750,000
$1.5
$131,350,000
Obligations
Even where the statutory form requirement is met, a transaction must additionally satisfy certain judicial and administrative requirements to qualify as a tax-free reorganization
All such payments must be aggregated for each disqualified individual and compared to the three-times-base-amount threshold
However, the practical feasibility of obtaining the required stockholder approval must be carefully evaluated
Penterra or the exchange agent must furnish Form 1099-B to each Caliston stockholder (other than corporate or exempt recipients) and file copies with the IRS
Shares of Penterra common stock issued as merger consideration are not subject to withholding, but the fair market value of the shares must be reported as part of the merger consideration on Form 1099-B