FR EA

Extract to table

Pull the structured facts out of a document: parties, dates, amounts, obligations.

Extract to table / tax-memo-purchase-price-allocation.docx
tax-memo-purchase-price-allocation.docx · 1041-00003

Parties

HARKNESS LLP
Digital Infrastructure Fund VI LP
Solara Digital Infrastructure LP
Glenmore Thornton LLP
Delaware General Corp
Stratos Merger Sub Inc
Partnership Inc
Surviving Corp

Dates

June 15, 2024
July 9, 2024
December 31, 2024
January 22, 2024
September 30, 2023
December 31, 2023
March 15, 2021
November 1, 2023
September 15, 2025
July 8, 2024

Amounts

$6,800,000,000
$36.92
$405,000,000
$1,740,000,000
$142,814,544
$473,241,408
$616,055,952
$6,183,944,048
$390,000,000
$1.25

Obligations

Both the Buyer and the Seller are required to report the purchase price allocation on IRS Form 8594 (Asset Acquisition Statement Under Section 1060), which must be attached to their respective federal income tax returns for the taxable year that includes the closing date
Although the buyer and seller may ultimately disagree on the specific fair market values assigned to particular assets, each party is required to use the residual method and to report the allocation on IRS Form 8594 (Asset Acquisition Statement Under Section 1060)
The fair market value of the assets in each class must be determined using generally accepted valuation methodologies appropriate to the type of asset in question
7 of the Merger Agreement or the resolution of indemnification claims from the escrow — a supplemental Form 8594 must be filed by both parties for the taxable year in which the adjustment occurs
These assumed liabilities must be added to the equity consideration to arrive at the Total Allocable Amount
263(a)-5), certain costs incurred by the buyer in connection with the acquisition must be capitalized into the buyer's basis in the acquired assets, rather than currently deducted