Tax Experts!

July 13, 2025
by a searcher from The Ohio State University - Max M. Fisher College of Business in Miami, FL, USA
We are under LOI to acquire a business with the real estate. We are bringing in a third party sale leaseback firm to take over the real estate and are using some of the extra proceeds to fund the business acquisition.
Given the real estate basis is ~$2.5M and the SLB offer is ~$5.0M, would this create a $2.5M capital gains tax liability? Again, we are not “keeping” any of the cash but paying it directly to the seller for the business.
This is a C-Corp and a stock deal. F-reorg may be tough to get seller on board with.
from Harvard University in Lynbrook, NY 11563, USA
from California State University, Northridge in Los Angeles, CA, USA