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It should, but get yourself a local CPA as soon as possible to go over this transaction with you.
We can't give you definitive advice here; we can only answer questions & give you are comments & point you in the right direction.
This is too big a transaction not too have local, professional tax assistance & advice.
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We do have local cpa's. We're just trying to get a second opinion since they have already given some incorrect advice.
The reference is Revenue Ruling 77-414 which explains that the IRS agrees that it is capital gain income; in fact the rule is that you are able to recover your tax basis tax free first & any then excess is treated as a long-term capital gain. It doesn't sound like that will make any difference to you based upon the size of the trasaction.
I will be happy to answer any follow-up questions you have.