If the proceeds in question comprise consideration for the acquisition, they must be included in the acquisition price calculation. The fact that the proceeds will be used to pay the seller’s transaction expenses is not determinative as to whether they comprise consideration.
Question
Good afternoon,
We have a question about whether transaction expenses incurred by the seller to be paid at closing using the proceeds of the transaction (primarily investment banker fees) may be deducted from the acquisition price.
Specifically, under Informal Interpretation Letters #1104012 (April 27, 2011) and #1210013 (Oct. 25, 2012), among other informal letters, it has been the PNO’s guidance that transaction expenses paid to third parties are not viewed as consideration to the seller and may be excluded from the acquisition price to the extent they are paid from the deal proceeds. We would like to confirm that this remains the PNO’s guidance.