BUYING AND SELLING A BUSINESSPRACTICAL TAX CONSEQUENCES

Roger RoyseRoyse Law Firm, PC

2600 El Camino Real, Suite 110Palo Alto, CA 94306

rroyse@rroyselaw.comwww.rroyselaw.comwww.rogerroyse.com

Skype: roger.royse

IRS Circular 230 Disclosure: To ensure compliance with the requirements imposed by the IRS, we inform you that any tax advice contained in this communication, including any attachment to this communication, is not intended or written to be used, and cannot be used, by any taxpayer for the purpose of (1) avoiding penalties under the Internal Revenue Code or (2) promoting, marketing or recommending to any other person any transaction or matter addressed herein.

OVERVIEW OF TRANSACTIONS

• Tax Free Reorganizations:Type A – MergerType B – Stock for StockType C – Stock for AssetsType D – Spin Off, Split Off, Split Up, and Type D Acquisitive

Reorganizations

• Taxable Transactions:Stock SaleAsset Sale

• Foreign Corporations• S Corporation Strategies• Partnership Techniques

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TAXABLE VS. TAX FREE

Type of Acquisition CurrencyStockSecurities/DebtDeferred payments, earnoutsCompensatory

Nature of the Buyers and SellerForeign PartiesTax Attributes of Parties

Shareholder Level ConsiderationsTax Sensitivity of ShareholdersAppetite for Complexity & Risk

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CONTINUITY OF INTEREST

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• IRS – 50% Safe Harbor, Rev. Proc. 77-37• John A. Nelson – 38% Stock• Miller v. CIR – 25% Stock• Kass v. CIR – 16% Stock is Insufficient

• Value – 2007 Regulations address changes in value between the date of signing and close; if fixed consideration, (1) stock consideration is valued as of last business day before the first day the contract is binding and (2) if a portion of the fixed consideration is other property identified by value, then the specified value is used for that portion (see Reg. 1.368-1T(e)(2)). Consideration is “fixed” if contract states exact number of shares and other cash or property to be exchanged

• Post transaction sales and redemptions

TAX FREE REORGANIZATIONS

• Type A – Merger• Type B – Stock for Stock• Type C – Stock for Assets• Type D – Spin Off, Split Off, Split Up, and Type D

Acquisitive Reorganizations• Ruling Guidelines

– Rev. Rul. 77-37– Rev. Proc. 86-42 – Rev. Rul. 73-54 (terms) – Rev. Proc. 89-50 – Rev. Proc. 96-30 (Type D Checklist)

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TYPE A REORGANIZATIONS – SECTION 368(a)(1)(A) STATUTORY MERGER

Requirements:• Necessary Continuity of Interest• Business Purpose• Continuity of Business Enterprise• Plan of Reorganization• Net ValueTax Effect:• Shareholders – Gain recognized to the extent of boot• Target – No gain recognition• Acquiror takes Target’s basis in assets plus gain

recognized by Shareholders• Busted Merger – taxable asset sale followed by

liquidation

• Statutory Merger – 2 or more corporations combined and only one survives (Rev. Rul. 2000-5)

• Requires strict compliance with statute

• Target can be foreign; Reg. 1.368-2(b)(1)(ii)

• No “substantially all” requirement

• No “solely for voting stock” requirement

Target Acquiror

Shareholders

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TYPE B REORGANIZATIONS – SECTION 368(a)(1)(B) STOCK FOR STOCK

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• Acquisition of stock of Target, by Acquiror in exchange for Acquiror voting stock

• Acquiror needs control of Target immediately after the acquisition

• Control = 80% by vote and 80% of each class

Target Acquiror

Shareholders

Target Stock

Acquiror Stock

• Acquiror’s basis in Target stock is the same as the Shareholder’s Solely for voting stock

• No Boot in a B• Reorganization Expenses – distinguish

between Target expenses and Target Shareholder expenses (Rev. Rul. 73-54)

• Creeping B – old and cold stock purchased for cash should not be integrated with stock exchange

TYPE C REORGANIZATIONS – SECTION 368(a)(1)(C) STOCK FOR ASSETS

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• Acquisition of substantially all of the assets of Target, by Acquiror in exchange for Acquiror voting stock

• “Substantially All” – at least 90% of FMV of Net Assets and at least 70% of FMV of Gross Assets

• Target must liquidate in the reorganization• 20% Boot Exception – Acquiror can pay boot

(non-stock) for Target assets, up to 20% of total consideration; liabilities assumed are not considered boot unless other boot exists

Target Acquiror

Shareholders

Target Assets

Acquiror Stock

Acquiror Stock

• Reorganization Expenses – Aquiror may assume expenses (Rev. Rul. 73-54)

• Assumption of stock options not boot• Bridge loans by Acquiror are boot• Redemptions and Dividends – who pays

and source of funds

TYPE D REORGANIZATIONS – SECTION 368(a)(1)(D) DIVISIVE SPIN OFF, SPLIT OFF, SPLIT UP

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• Divisive – transfer by a corporation of all or part of its assets to another corporation if, immediately after the transfer, the transferor or its shareholders are in control of the transferee corporation. Stock or securities of the transferee must be distributed under the plan in a transaction that qualifies under Section 354, 355, or 356.

Transferor Transferee

Shareholders

Transferee Stock

Transferee Stock

Transferor Assets

TYPE D REORGANIZATIONS – SECTION 368(a)(1)(D) NON-DIVISIVE

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• If shareholders of Transferor stock receive Acquiror stock and own at least 50% of Acquiror stock, the transaction may be treated as a non-divisive D REORG even if it fails as an A REORG for lack of continuity

Transferor Acquiror

Shareholders with 20%

Acquiror Stock

AcquirorStock

Transferor AssetsMerger

Merger Treated as Acquisitive D

Failed Type C Treated as DShareholders

Transferor Acquiror

Stock

Assets

Cash & Stock

50%

Liquidation / ReincorporationShareholders

Transferor Acquiror

Assets Stock

Assets

TRI-ANGULAR OR SUBSIDIARY MERGERS

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Key:T = Target P = Acquiror S = Merger Sub

2. Reverse Subsidiary Merger

T P

S

T P

S

1. Forward Subsidiary Merger

TRI-ANGULAR OR SUBSIDIARY MERGERS

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Section 368(a)(2)(D) Forward Triangular Merger • A statutory merger of Target into Merger Sub (at least 80% owned by P) • Substantially all of Target’s assets acquired by Merger Sub• Would have been a good Type A merger if Target had merged into P

T P

S

T Shareholders

80%MergerSub Survives

Key:T = Target P = Acquiror S = Merger Sub

P StockTax Consequences• Merger Sub takes Target’s

basis in assets increased by gain recognized by Target

• P takes “drop down” basis in stock of Merger Sub (same as asset basis)

TRI-ANGULAR OR SUBSIDIARY MERGERS

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Section 368(a)(2)(E) Reverse Triangular Merger • Merger of Merger Sub into Target where (i) Target shareholders surrender

control (80% of voting and nonvoting classes of stock) for P voting stock and (ii) Target holds substantially all the assets of Target and Merger Sub

T P

S

T Shareholders

80%MergerTarget Survives

Key:T = Target P = Acquiror S = Merger Sub

P Stock

Tax Consequences• Non-taxable to Target and carryover

basis• No gain to P and Merger Sub under

Sections 1032 and 361• No gain to Target shareholders except to

the extent of boot• P’s basis in Target stock generally is the

asset basis, but P can choose to take Target shareholders basis in stock (if it is also a B)

• If transaction is also a 351, P can use Target shareholders’ basis plus gain

TAXABLE STOCK PURCHASES

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• Shareholders have gain or loss• P takes cost basis in Target shares

T P

S

T Shareholders

MergerTarget Survives

Cash

Cash Reverse Triangular Merger

Treated as Stock Sale

Key:T = Target P = Acquiror S = Merger Sub

CASH FORWARD MERGER

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Asset sale followed by liquidation of Target

• Target has gain on sale• Target shareholders have

gain on liquidation (unless 332 applies)

• P takes cost basis in Target assets

Key:T = Target P = Acquiror S = Merger Sub

T P

S

T Shareholders

MergerP Survives

T P

T Shareholders

MergerSub Survives

Variation with Merger Sub:

NET VALUE RULES

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• 2005 Proposed Regulation 1.368-1(b)(1): Exchange of no net value (liabilities exceed value) does not qualify as a reorganization

• Example:– P owns all of the stock of both S and T. T has assets with FMV of $100 and

liabilities of $160, all of which are owed to B. T transfers all of its assets to S in exchange for the assumption of T’s liabilities, and T dissolves. The obligation to B is outstanding immediately after the transfer. P receives nothing in exchange for its T stock. Under paragraph (f)(2)(i) of the Reg, T does not surrender net value because the FMV of the property transferred by T ($100) does not exceed the sum of the amount of liabilities of T assumed by S in connection with the exchange ($160). Therefore, under paragraph (f) of the Reg., there is no exchange of net value. See Prop. Reg. 1.368-1(f)(5) Example 3.

• Alabama Asphalt

SECTION 382 – LIMITATION ON LOSSES AFTER CHANGE IN OWNERSHIP

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• Section 381 – Survival of Tax Attributes• Section 382

– When there has been an ownership change of a corporation with loss carry forwards, use of Net Operating Losses (NOLs) against future income is limited to the product of the value of the Target and the long term interest rate

– “Ownership Change” occurs if, within a 3 year testing period, the percentage of stock of Target held by 5 Percent Shareholders increases by more than 50% over lowest percentage held by such shareholders during the test period.

NON-QUALIFIED PREFERRED STOCK

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• Preferred Stock – limited and preferred as to dividends; and does not participate in corporate growth; If:– (1) shareholder has right to require issuer to redeem– (2) issuer is required to redeem– (3) issuer has right to redeem and is more likely than not to exercise that right;

or – (4) dividend rate varies based on interest rate, or commodity price or other

index

• Redemption right exercisable within 20 years and not subject to contingency that renders likelihood remote

• Excludes stock compensation that may be repurchased on separation from service

• Conversion feature not enough to participate in growth• Generally treated as boot to shareholders

TARGET DEBT SECURITIES

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• Exchange of Target securities for P securities is tax free under Sections 354 and 356, to the extent that the principal amount of P debt is less than the principal amount of Target debt

• Portion attributable to cash basis accrued interest is taxable

• Possible COD income– Example:

• Target bonds with an issue price (stated principal amount) of $1,000 exchanged for P stock or debt worth $900; Target has COD of $100

DIVIDEND EQUIVALENCY

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• Section 356(a)(2) – Boot as dividend or capital gain; post-reorganization redemption test of Rev. Rul. 93-61

• Clark – hypothetical post-reorganization redemption reduced shareholder’s interest from 1.32% to .92% - substantially disproportionate under Section 302(b)(2)

• Section 302(b)(1) – redemption that results in meaningful reduction in voting power is redemption and not essentially equivalent to a dividend

• Section 302(b)(2) – greater than 20% reduction is substantially disproportionate

• E&P Limitation on Dividend – should be Target’s E&P but unclear if P’s E&P counted; PLR 9118025, PLR 9041086, and PLR 9039029

CONTINGENT STOCK, ESCROWS, AND EARN-OUTS

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• Escrows:– Target shareholders usually treated as owner of escrowed P shares unless otherwise agreed – especially true if Target shareholders have right to vote and receive dividends – not clear who is owner if Target shareholders do not have right to vote or receive dividends

• Earn-Out Stock:– Target shareholders not considered owners until P shares are issued– Not treated as boot– Imputed Interest

• Rev. Proc. 84-42 Ruling Guidelines – use of escrow or contingent stock– (1) stock must be distributed within 5 years, subject to escrow or contingency– (2) valid business purpose– (3) maximum number of shares cannot exceed 50%– (4) trigger event not controlled by Target shareholders and not based on tax liability– (5) Formula is objective and readily ascertainable– (6) Restrictions on assignment and substitution– (7) In the case of escrows, P shares shown as issued to Target shareholders, current voting

and dividend rights, and vested

BUSTED 351

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Shareholders T Shareholder

Business

P

T

Stock

Merger

P Stock

Rev. Ruling 70-140 Step 1: Incorporate TStep 2: Merge T into P

DOUBLE MERGER

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Acquiror

T Shareholders

Step 2: A-type forward mergerStep 1: Reverse triangular merger

Target Acquiror

Merger Sub

T Shareholders

80%MergerTarget Survives

P Stock+cash

Tax Benefit: A taxable reverse merger has just one tax on the shareholders, while a taxable forward merger has two taxes (one on shareholders and one on corporation). Intended that entire transaction be a tax-free A-type merger (where 20% boot limitation does not exist). Pairing the two reduces the risk of incurring the corporate level tax in the event the entire transaction is not treated as an A-type merger.

REV. RUL. 2001-46

Merger SubTarget+Sub

MergerSub Survives

DOUBLE MERGER – WHOLLY OWNED LLC

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Target+Sub

Acquiror

LLC

MergerLLC Survives

Step 2: A-type forward mergerStep 1: Reverse triangular merger

Target Acquiror

Merger Sub

T Shareholders

80%MergerTarget Survives

P Stock+cash

Tax Benefit: A taxable reverse merger has just one tax on the shareholders, while a taxable forward merger has two taxes (one on shareholders and one on corporation). Intended that entire transaction be a tax-free A-type merger (where 20% boot limitation does not exist). Pairing the two reduces the risk of incurring the corporate level tax in the event the entire transaction is not treated as an A-type merger.

REV. RUL. 2001-46

T Shareholders

USE OF WHOLLY OWNED LLC

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Target Acquiror

LLC

T Shareholders

MergerLLC Survives

P Stock

Merger of Corporation into LLC• Reg. 1.368-2(b)(1) – by operation of law, all assets and liabilities of

Target become those of LLC, and Target ceases legal existence• A Type Reorganization

SECTION 351 / 721 ROLLOVER

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Target

T Shareholders

PEG

• 80% vote & value• taxation of boot• debt + non-qualified

voting stock• assumption of

liabilitiesCash out some and rollover

Target

Target

T Shareholders PEGPEG

NewCoNewCo

T Shareholders

T Shares

Cash

Cash

Cash

Cash

CashAssets

Assets

LLC TECHNIQUES

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Target Corp. Acquiror

LLC

T Shareholders

MergerLLC Survives

Step 1 Step 2

LLC

Former T Shareholders

Target

$

Target

FOREIGN CORPORATIONS

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• Section 367(a) – outbound transactions– Foreign corporation not treated as a corporation except as provided in

regulations– Generally, gain recognized unless:

• No more than 50% of stock of foreign Acquiror received by US transferors,• No more than 50% of stock of foreign Acquiror owned after the transfer by US persons that are

officers or directors or 5% Target shareholders,• Gain Recognition Agreement ("GRA") is entered into by 5% US transferee shareholders • 36 month active trade or business test met, • No intent to substantially dispose of or discontinue such trade or business,• FMV of the assets of transferee must be at least equal to the FMV of the US target, and• Tax reporting

• Section 367(b) – inbound and foreign to foreign transfers– US Acquiror and foreign Target

• Target can be treated as a corporation• May be income to Target’s US shareholders to extent of Target’s accumulated E&P

FOREIGN CORPORATIONS

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• Anti-Inversion Rules – tax outbound reorganization and/or tax foreign Acquiror as a U.S. taxpayer; Code Section 7874– If ownership of former U.S. Target shareholders in foreign Acquiror is 80% or

more; foreign Acquiror is treated as a U.S. company – If ownership continuity is between 60-80%; foreign Acquiror is NOT treated as a

U.S. company, but U.S. tax attributes cannot be used to offset gains– 20% excise tax on stock-based compensation upon certain corporate inversion

transactions – 7874 exception available for companies with “substantial business activities” in

the foreign jurisdiction; facts and circumstances test compares activities of company in foreign jurisdiction with activities of company globally

• Controlled Foreign Corporations (“CFCs”)– A foreign entity is classified as a CFC if it has “United States Shareholders” who

collectively own more than 50% of the voting power or value of the company. For the purposes of the CFC rules, a “United States Shareholder” is defined as US persons holding at least a 10% interest in the foreign corporation.

1248 AMOUNT ON SALE OF CONTROLLED FOREIGN CORPORATION

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Section 1248 • Seller of Controlled Foreign Corporation (CFC) must

treat as dividend gain to extent of E&P• 1248 inclusion carries foreign tax credits• 1248 amount determined at year end and pro rated

based on day count, so post closing events can have an effect on the 1248 amount

JOINT VENTURE STRUCTURES

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• Section 367 Issues• Disguised Sale

US Company Foreign Company

LLC

Assets & Liabilities

Cash

US & Foreign Assets

INSTALLMENT METHOD

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• Gain on each payment = gross profit ratio times payment– Gross profit ratio = ratio of total gain to purchase price– Pre-transaction planning opportunities to utilize basis

• Section 453A – interest charge to the extent taxpayer holds more than $5 million face amount of Section 453 obligations

• Section 453 Limits– Not available for publicly held stock or securities, or inventory– Not available for sales for demand notes or readily tradable notes– Not available for instruments secured by cash or cash equivalents– Obligor must be purchaser (cannot use parent debt)

• Section 453 applies unless taxpayer affirmatively elects out• Section 453(h) – Target shareholders who receive Acquiror debt

in liquidation of Target allowed to use installment reporting

CONTINGENT PAYMENTS AND EARN-OUTS

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• Distinguish Equity vs. Debt• 3 Issues

– (1) allocation between interest and sales proceeds;– (2) timing of realization of sales proceeds; and – (3) timing of basis recovery

• Interest – 1.1275-4(b)

• Contingent payment debt for cash or publicly traded property – use non-contingent bond method; projected non-contingent and contingent payments

– 1.1275-4(c)• Contingent debt instrument issued for non-publicly traded property –

bifurcate into non-contingent debt instrument and contingent debt instrument; contingent payment treated as principal based on present value, excess is interest

• Buyer’s basis is non-contingent portion plus contingent payments treated as principal

CONTINGENT PAYMENTS AND GAIN RECOGNITION

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Reg. 15A.453-1(c)• If capped by maximum amounts, assume maximum for

purposes of gross profit percentage (accelerates gain, backloads basis)

• If no cap, but term, basis recovered ratably over term• If neither time nor amount is capped, basis recovered

ratably over 15 years• Election out of Section 453 – FMV of contingent

obligation is amount realized• Open transaction treatment – rare and extraordinary

situations only

SECTION 338 ELECTION

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• Section 338(g) – Target in stock sale treated as selling all its assets followed by liquidation post close (soaks up NOLs)

• Section 338(h)(10) – Sale and liquidation deemed to occur pre-close; joint election; S corporation or sale out of a consolidated group

• Adjusted Grossed-Up Basis – New Asset basis is basis in recently purchased stock (last 12 months) grossed up to reflect minority shareholder’s basis + liabilities of Target (including taxes in 338(g))

• Adjusted Deemed Sale Price – grossed up amount realized of recently purchased stock plus liabilities of old T (on day after acquisition date)

338(g) ELECTIONS

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• If there is a US Buyer of a foreign owned foreign target, then 338(g) election steps up basis and eliminates E&P and foreign tax credits

• Target may be able to offset 338(g) gains with NOLs

PURCHASE PRICE ALLOCATION

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• Asset Sale or 338 Election– Sections 1060 and 338 classes based on FMV– Class I – cash and equivalents– Class II – actively traded personal property under 1092– Class III – debt instruments and marked to market– Class IV – inventory– Class V – assets other than those in I-IV or VI– Class VI – goodwill and going concern

• Agreement Allocations – Danielson Rule – Parties bound by agreement unless IRS determines that the allocation is NOT

appropriate

• SFAS 141R – Purchase Price Allocations – Assets booked at FMV as of closing date (not signing date)– Bargain purchase results in accounting gain– Earn Outs – estimated and recorded – Deferred tax assets for excess tax deductible goodwill over book value– Transaction related costs recognized (expensed)

UNVESTED STOCK RECEIVED IN A TAXABLE OR NON-TAXABLE DEAL

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• Rev. Rul. 2007-49 - The revenue ruling addresses:– (1) the exchange of fully vested stock for unvested stock of an

acquiring corporation in a tax-free reorganization, and– (2) the exchange of fully vested stock for unvested stock of an

acquiring corporation in a taxable exchange

• Under either (1) or (2), the Rev. Rul. provides that the exchange constitutes a transfer of property subject to Section 83. Thus, the service provider would need to file an 83(b) election to avoid the recognition of compensation income in the future as the shares vest. The Rev. Rul. also provides that the spread will be zero, so there is no downside to the service provider’s 83(b) election.

OPTIONS

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• Assumption or Substitution– No tax on substitution of NSO– No tax on substitution of ISO, so long as the substitution is

not a modification; there is no “modification” so long as (1) the aggregate spread in new option does not exceed the spread in the old and (2) the new option does not have more favorable terms than the old; see Sections 424(a) and 424(h)(3)

OPTIONS – CASH OUT

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• Cancel options for cash payment– NSO

• Ordinary income – compensation – withholding or 1099• Deduction to Target or Acquiror?

– TAM 9024002 – employer deducts based on method of accounting; not clear if cash out at close is pre-acquisition Target deduction or post-close Acquiror deduction in absence of scripting the timing

– Under the cash method, the deduction generally arises when the employer has “paid” the property to the employee. See Regs. §1.461-1(a)(1). Under the accrual method, the deduction arises when the employer's obligation to make the property transfer becomes fixed, the property's value is determinable and economic performance occurs. See Regs. §§1.461-1(a)(2) and -4(d)(2)(iii)(B)

– ISO• FICA• Exercise and disqualifying disposition treated differently

409A

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• Deferred compensation • A deferral of compensation occurs whenever the service provider (employee) has a

legally binding right during a taxable year to compensation that will be paid to such person in a later year. Treasury Regulation Section 1.409A-1(b)

• Consequences of violating 409A• Amounts which were to be deferred are subject to immediate taxation• Additional 20% penalty on such amounts• Interest penalty • CA state tax penalty

• Bonus or Carve Out Plans• Participation in Earn Outs (Reg. 1.409A-3(i)(5)(iv))

• Payments of compensation in this context may be treated as paid at a designated date or pursuant to a schedule that complies with 409A if the transaction-based compensation is paid on the same schedule and under the same terms and conditions as apply to payments to shareholders generally pursuant to the change in control event

280G GOLDEN PARACHUTE RULES

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• 20% excise tax and loss of deduction on Excess Parachute Payment– “Excess Parachute Payment” means the amount by which the Parachute Payment

exceeds the Base Amount– “Parachute Payment” means a payment, the present value of which, exceeds three

times the Base Amount– “Base Amount” means the average annual compensation for past 5 years– Must be paid to a disqualified individual (meaning employee, officer, shareholder,

or highly compensated individual)– As compensation, AND– Contingent on a change in control (50% change ownership or effective control, or

ownership change in a substantial portion of the company’s assets)

• Reduce Excess for reasonable compensation• Exclude reasonable compensation for future services• Exception for small business corporation and non publicly traded

corporation that has 75% uninterested shareholder approval• Withholding requirement

280G – OTHER ISSUES

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• Non-Publicly Traded Stock– Approval of 75% of shareholders after adequate disclosure– Vote determines the right of the shareholder to the payment– Ignore shares held by persons receiving the payment

• Reduction for Excess (299% of payments)• Reduction for Reasonable Compensation• Reduction for Future Services

S CORPORATIONS AND 338(h)(10)

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T (S Corp) P

S

T Shareholders

Reverse subsidiary cash merger

Cash and Notes

Key:T = Target P = Acquiror S = Merger Sub

• Character difference – ordinary income assets

• California 1.5% tax on S corporations

• All Target shareholders must consent on Form 8023

• Deemed 338 election for subsidiaries

• 1374 – BIG Tax• Minority shareholders in rollover• Hidden tax in liquidation or

deemed liquidation in installment sale.

S CORP 338(h)(10) ELECTION AND 453B(h) BASIS ALLOCATION ISSUE

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1. Gain to Shareholders in year of sale: $1 million x 80% = $800,000; A/B of Shareholder = $1.8 million

2. No 331 liquidation: $1 million cash decreases A/B by $1 million to $800,000; $800,000 A/B in Note = $3.2 million gain

3. 331 liquidation – apportion basis: $1.8 million basis apportioned $360,000 to cash and $1,440,000 to Note; Gain in cash of $640,000 and gain in note of $2,560,000 for a total of $3.2 million gain (GP % on liquidation is 64%)

4. Defer cash portion and include in installment obligation: gain on liquidation equal to zero; Shareholder A/B in note of $1 million; profit % is 80%

Target Acquiror

Shareholders

$1 million cash$4 million 453 Note

Stock Sale

$1 million basis

Cash - $1 million / $1 million A/BAssets - $4 million / zero A/B

Reg. 1.338(h)(10) – 1(e) Example 10

S CORP NO 338(h)(10) ELECTION – DISAPPEARING BASIS

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Liquidate Target into Merger Sub or check the box Q-Sub

T (S Corp) P

S

T Shareholders

Merger

Cash

Carryover Basis

Key:T = Target P = Acquiror S = Merger Sub

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