ROLLING DEAL FEES ON A TAX (FREE) EFFICIENT BASIS - INDEPENDENT SPONSOR

Hello Community. I am seeking guidance on how to "roll" deal fees into an acquisition on a tax free/efficient/delayed basis. e.g. 

Purchase Price: $10M 
Deal Fee: 3% = $300,000 rolled into company equity

Does anyone have any experience or direction they can provide on how this deal fee can be structured so as avoid paying taxes at close and defer them until an exit/refinance?

Thank you!
Jason



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