FR EA

Extract to table

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

Extract to table / section-338-asset-allocation-memo.docx
section-338-asset-allocation-memo.docx · 1001-00003

Parties

Harkness LLP
Creighton LLP
Ardent Healthcare Acquisition Corp
Ardent Capital Partners III LP
Ardent Capital Management LLC
Growth Equity Fund II LP
Pratt LLP
Buyer's Inc

Dates

March 18, 2024
February 8, 2024
December 31, 2023
September 28, 2024
June 30, 2024
January 22, 2024
February 12, 2024
April 2, 2024
June 20, 2024
June 30, 2025

Amounts

$620,000,000
$28,000,000
$29,200,000
$45,000,000
$1.8
$558,000,000
$62,000,000
$31,000,000
$22,500,000
$500,000

Obligations

Under § 1060(a), the consideration paid in an applicable asset acquisition must be allocated among the acquired assets using the "residual method" prescribed by § 338(b)(5)
IRC § 1060(a) provides that, in the case of an applicable asset acquisition, the consideration transferred shall be allocated among the assets in the same manner as amounts are allocated under § 338(b)(5)
1060-1(a)(1) further provides that both the transferor (Seller) and the transferee (Buyer) are bound by the allocation to which they agree, and each must use the agreed-upon allocation for purposes of determining the respective tax consequences of the transaction