HOW IS THE PURCHASE OF A C-CORP DIFFERENT FROM AN LLC?

Has anyone purchased a C-Corp or have working knowledge of the difference between a C-Corp and an LLC? How is the value of the C-Corp different due to the corporate structure? Has anyone purchased a C-Corp then converted the company to an LLC  -- what were the headaches and tax implications?

From my research, the value of a C-Corp is lower because depreciation cannot be reset upon acquisition; therefore available cash to service debt is lower. The seller of the C-Corp also wants a stock sale (not an asset sale) because the proceeds of the purchase are taxed at long-term capital gains.  It seems this is a recipe for a painful negotiation... and once acquired, the C-Corp will continue being a less efficient 'double tax' structure.

Any advice would be appreciated.  



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