Extract to table

The majority of the estimated $185,000,000 in transaction costs must be capitalized under Section 263 of the Code as costs that facilitate the acquisition of a trade or business

263(a)-5, amounts paid to facilitate the acquisition of a trade or business — including investment banking fees, legal fees for drafting and negotiating transaction documents, accounting and due diligence fees, regulatory filing fees, and insurance costs directly related to the transaction — are "inherently facilitative" and must be capitalized regardless of when incurred

The framework established by these provisions dictates whether a particular expense must be capitalized, may be currently deducted, or is amortizable over a prescribed period

263(a)-5(e)(2), certain categories of costs are treated as "inherently facilitative" and must be capitalized regardless of when they are incurred

79 (1992), established the foundational principle that a taxpayer's expenditure that creates a significant long-term benefit must be capitalized, even if the expenditure does not create or enhance a separate and distinct asset

To be deductible under Section 162, an expense must satisfy three requirements: (i) it must be "ordinary" (i