In a private sale, it matters whether the sale is structured as an asset deal or a share deal. Let's look at the asset deal first. An asset deal is a more complex transaction than a share deal, as the assets or groups of assets have to be identified separately. This takes up a lot of time and effort, but also may require external expertise. What happens with an asset deal is that the legal entity, the subsidiary, the company that remains with the seller and typically retains the long-term debt. So what's actually being purchased is just the assets, maybe the operational liabilities of that company. Cash in the subsidiary is not included in the sale of the assets, so it ends up being a cash free debt-free transaction. But because assets are being purchased and they're being revalued, this means that the buyer receives the tax benefits of asset step-ups because those assets being revalued up. That means that there'll be greater depreciation or amortization of those assets and they can lead to tax deduction. Lastly, it can generate higher taxes for the seller, and they could be taxed twice at both corporate and shareholder level. Let's compare the asset deal with a share deal. Now, most private sales are structured as share deals. A share deal is where the buyer buys the legal entity, buys the whole subsidy or company. By buying all of the equity, you get all of the assets and all of the liabilities. This does often mean though, that the buyer will not receive the tax benefits of step ups as ownership of the assets has not changed, and revalued of the assets may not occur. However, the US tax code does allow for a share deal to be structured as an asset deal. Here the buyer will be able to get those asset step ups and will be able to get those tax deductions. Thus, the buyer will be willing to pass on some of those tax benefits to the seller.