Reports | Robert Willens

1620 Results for merger

Merger Without Continuity Of Interest Is A Sale: April 18, 2024 - Volume 18 Issue 75 Print Report; X is a state chartered savings and loan association having permanent shares of stock outstanding. X proposes to merge with and into Y, a federally chartered nonstock membership...

Australian/Canadian Gold Company Consolidation Appears To Be Taxable: April 9, 2024 - Bulletin Print Report; Westgold Resources Limited, ("WGX"), an Australian corporation, and Karora Resources, Inc., ("KRR"), organized under the laws of Canada, "have agreed t...

Contingent Liabilities Assumed In A Merger: March 27, 2024 - Volume 18 Issue 60 Print Report; X merged with Z in a reorganization qualifying under Sec. 368(a)(1)(A). A and B, the shareholders of Z, agreed to reimburse X for any after-tax expenses that X might incur as a...

The Willens Deal Survey March 2024: March 25, 2024 - The Deal Survey: March 2024 Print Report; Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.

Senator Whitehouse Wants To Do Away With Tax-Free Reorganizations: March 25, 2024 - Bulletin Print Report; Senators Sheldon Whitehouse(D-R.I.), and J.D. Vance, (R-Ohio),with no advanced warning, recently introduced a rather startling piece of legislation that would more...

Expanded Version: SUN And NS Announce The LP Equivalent Of A 'B' Reorganization: March 19, 2024 - Expanded Bulletin Print Report; Sunoco L.P., ("SUN"), and NuStar Energy L.P., ("NS"), each a publicly traded partnership that has avoidedcorporate tax treatment by satisfying section...

BlackRock Forgoes A Basis Step-Up: March 13, 2024 - Bulletin Print Report; BlackRock, Inc., ("BLK"), is frequently credited with founding the "ESG" movement, a designation that it now seemingly regrets given the well-publicized&nbs...

Merger Of "Transitory" Subsidiary Recast As Direct Acquisition: March 13, 2024 - Volume 18 Issue 50 Print Report; P wanted to acquire all of the outstanding stock of Y for cash. P was only able to purchase 97.9 percent of the outstanding stock of Y for cash. In order to complete the acquis...

EQT And ETRN Will Combine In An All-Stock Transaction: March 12, 2024 - Bulletin Print Report; EQT Corporation, ("EQT"), and Equitrans Corporation, ("ETRN"), announced that they have entered into a definitive merger agreement. EQT will be acquiring&nb...

NGM Biopharmaceuticals, Inc. Will Undergo A "Bootstrap" Acquisition: March 11, 2024 - Bulletin Print Report; Atlas Neon Merger Subsidiary, Inc. ("PUR"), a wholly-owned subsidiary of newly-formed Atlas Merger Parent, Inc., ("P"), is offering to purchase, (the "...

Can JBLU "Recover" Its Costs From The Terminated SAVE Acquisition?: March 6, 2024 - Bulletin Print Report; JetBlue Airways Corporation, ("JBLU"), entered into a definitive agreement, in July 2022, to acquire Spirit Airlines, Inc., ("SAVE"). It was always apparent...

Vista Outdoor, Inc. Will Divest Its Sporting Products Business: March 6, 2024 - Bulletin Print Report; Vista Outdoor, Inc., ("VSTO"), conducts two principal lines of business, the Outdoor Products business, ("OP"), and the Sporting Products business, ("S...

"Interim Financing" Agreement Is "Boot": March 4, 2024 - Volume 18 Issue 43 Print Report; X Corporation, (X), owns 86 percent of the stock of Y Corporation, (Y). M Corporation, (M), wished to acquire Y in a statutory merger. A merger agreement was executed...

FA's Stock Will Be Taxable: March 1, 2024 - Bulletin Print Report; First Advantage Corporation, ("FA"), announced that it has entered into a definitive purchase agreement to acquire Sterling Check Corporation, ("STER"). FA...

Private "Target" Serves As "Issuing" Corporation In Latest SPAC Merger: February 29, 2024 - Bulletin Print Report; Webull Corporation, ("WC"),has chosen to "go public" by means of a business combination with a special purpose acquisition company, ("SPAC")...

Is The HES/CHV Merger In Peril?: February 27, 2024 - Bulletin Print Report; Chevron Corporation, ("CHV"), several months ago, announced it had enteredinto a definitive agreement to acquire Hess Corporation, ("HES"), in an &quo...

Merger Not A "Disposition" Of Installment Obligation: February 22, 2024 - Volume 18 Issue 36 Print Report; P is the common parent of an affiliated group of corporations. S is a wholly-owned subsidiary of P that was acquired by P in a taxable transaction on Date 1. &n...

The Willens Deal Survey February 2024: February 21, 2024 - The Deal Survey: February 2024 Print Report; Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.

Alternatives or Separate and Distinct Proposals?: February 21, 2024 - Volume 18 Issue 35 Print Report; In the spring of 1944, the board of directors of petitioner, (SL), appointed a committee of the board to make a study of "all phases of the capital structure&quo...

Lions Gate Can Promptly Spin-Off Its Studio Business: February 20, 2024 - Bulletin Print Report; Screaming Eagles Acquisition Corporation,, ("SEAC"), a special purpose acquisition company, ("SPAC"), announced that it has entered into a definitive agreem...

COF Proposes To Annex DFS: February 20, 2024 - Bulletin Print Report; Capital One Financial Corporation, ("COF"), and Discover Financial Services, ("DFS"), announced that they have entered into a definitive agreement pursuant...

DKNG Agrees To A Forward Triangular Merger: February 20, 2024 - Bulletin Print Report; DraftKings, Inc., ("DKNG"), announced that it has reached an agreement to acquire Jackpocket, ("J"), "for total consideration of approximately $750 mil...

FANG Will Not Enjoy A Basis Step-Up: February 13, 2024 - Bulletin Print Report; We had high hopes that the acquisition by Diamondback Energy, Inc., ("FANG"), of Endeavor Parent LLC, ("EP"), would result in FANG achieving a cost basis in...

Barratt Developments PLC And Redrow PLC Announce A "Scheme": February 8, 2024 - Bulletin Print Report; Barratt Developments PLC and Redrow PLC, each organized under the laws of the United Kingdom, recentlyannounced that the boards of directors of each such corporation have...

Choice Hotels And Wyndham Hotels Test The Limits Of Step Integration: February 6, 2024 - Bulletin Print Report; Choice Hotels International, Inc., ("CHH"), has been in hot pursuit of its industry colleague, Wyndham Hotels & Resorts, Inc., ("WH"), for quite some ti...

SUN And NS Announce The LP Equivalent Of A 'B' Reorganization: February 5, 2024 - Bulletin Print Report; Sunoco L.P., ("SUN"), and NuStar Energy L.P., ("NS"), each a publicly traded partnership that avoids corporate tax treatment by satisfying section 7704(c)&#...

WSC Offers Just Enough Stock To Accomplish A Reorganization: January 30, 2024 - Bulletin Print Report; WillScot Mobile Mini Holdings Corporation, ("WSC"), announced it has entered into a definitive agreement to acquire McGrath RentCorp, ("MGRC"). The deal, wh...

INBX To Engage In An Intentionally Defective Morris Trust Transaction: January 24, 2024 - Bulletin Print Report; Inhibrx, Inc., ("INBX"), and Sanofi announced that the companies have entered into a definitive agreement under which Aventis, Inc., ("AI"), a subsidiary of...

CHK And SWN Strike A Deal: January 24, 2024 - Bulletin Print Report; Chesapeake Energy Corporation, ("CHK"), and Southwestern Energy Company, ("SWN"), recentlyannounced that they have entered into an agreement to merge...

Circumstances In Which A Recently Acquired Business Can Be Spun-Off: January 23, 2024 - Bulletin Print Report; The active trade or business requirement, found in section 355(a)(1)(C), is arguably the one that is most closely identified with spin-offs. There are several layersto th...

The Willens Deal Survey January 2024: January 22, 2024 - The Deal Survey: January 2024 Print Report; Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.

Winery's Merger Agreement Was Crafted To Ensure A Tax-Free Outcome: January 22, 2024 - Bulletin Print Report; Where an acquisitive transaction qualifies as a reorganization, within the meaning of section 368(a) of the Code, the shareholders of the acquired corporation become entitled t...

A "De Facto" Merger Occurred: January 22, 2024 - Bulletin Print Report; EK was a majority owner of F, a logging business. TK, EK's spouse, was F's secretary. F failed to pay its unemployment compensation taxes... FS is also a logging busine...

SNPS And ANSS To Undertake A "Taxable" Merger: January 17, 2024 - Bulletin Print Report; Synopsys, Inc., ("SNPS"), and Ansys, Inc., ("ANSS"), announced, on January 16, 2024, that they have entered into a definitive agreement pursuant towhi...

Expanded Version: Is Twenty-Seven Percent "Good" Continuity Of Interest?: January 12, 2024 - Expanded Bulletin Print Report; Crescent Point Energy Corporation, ("CPG"), recently announced that it has entered into an "arrangement agreement" to acquire Hammerhead Energy, Inc., (&quo...

Parent's Activities Established Nexus For Out-Of-State Affiliate: January 12, 2024 - Bulletin Print Report; TP is a distributor of tangible personal property based outside of Washington, ("W"). TP operated as a subsidiary of P until...when TP was merged into P...and has ope...

ExxonMobil's Plan For The Acquisition Of Pioneer Natural Resources: January 9, 2024 - Bulletin Print Report; Pioneer Natural Resources Company, ("PNR"), ExxonMobil Corporation, ("EMC"), and SPQR, LLC, ("Merger Subsidiary"), a newly-formed, wholly owned, s...

RPT Realty Adjusts The Conversion Ratio Of Convertible Preferred Stock: January 9, 2024 - Bulletin Print Report; Kimco Realty, ("KIM"), has agreed to acquire RPT Realty, ("RPT"), in "an all-stock transaction" that is intended to, and undoubtedly will, qualify...

An "SMLLC" Is Disregarded For Tennessee Tax Purpose: December 29, 2023 - Bulletin Print Report; TP is a wholly owned subsidiary of a publicly-traded company headquartered outside of Tennessee, ("TN"). TP is headquartered outside of TN. TP maintains "Facilit...

Earthstone Energy's Special Dividend Will Be Subject To Withholding Tax: December 22, 2023 - Bulletin Print Report; Several months ago, Permian Resources Corporation, ("PR"), and Earthstone Energy, Inc., ("ESTE"), entered into a plan and agreement which envisioned the acq...

Preferred Stock Constitutes An "Interest In The Affairs" Of The Issuer: December 22, 2023 - Volume 17 Issue 245 Print Report; In 1926, under an agreement with petitioner, EFC organized a new corporation with 12,500 shares of non-voting preferred stock and 30,000 shares of common stock.

No Tax Impediments To A WBD/PARA Deal: December 21, 2023 - Bulletin Print Report; In April 2022, a "Reverse Morris Trust," ("RMT"), transaction was completed in which AT&T spun-off a subsidiary, "SpinCo," to which its Warner...

The Willens Deal Survey December 2023: December 20, 2023 - The Deal Survey: December 2023 Print Report; Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.

DOOR Proposes A Taxable Reverse Triangular Merger: December 19, 2023 - Bulletin Print Report; Masonite International, Inc., ("DOOR"), a corporation organized under the laws of British Columbia, and PGT Innovations, Inc., a domestic corporation, ("PGTI&quo...

Settlement Payment Contained Unstated Interest: December 18, 2023 - Bulletin Print Report; On December 14, 1999, the DBT had owned 16.4 percent of the common stock of BPSI. On December 16, 1999, BPSI filed with the Pennsylvania Department of State articles of merger...

Without Continuity Of Interest There Is No Reorganization: December 15, 2023 - Volume 17 Issue 240 Print Report; The question is whether the transfer by CSC to DOC was a reorganization or a mere sale which subjected the transferor to a tax on any profit realized. &n...

The Minority Shareholders Of SIRI Will Be Governed By Section 351: December 13, 2023 - Bulletin Print Report; The merger agreement pursuant to which Sirius XM Holdings, Inc. ("SIRI"), will become a wholly owned subsidiary of Liberty Sirius XM Holdings, Inc., ("SplitCo),...

"Outbound" Transfer Checks All Of The "Helen Of Troy" Boxes: December 13, 2023 - Bulletin Print Report; Star Bulk Carriers, ("SBLK"), a corporation organized under the laws of the Marshall Islands, and Eagle Bulk Shipping, Inc., ("EGLE"), a domestic 'C'...

Sirius XM And Liberty Media Are Finally Parting Company: December 12, 2023 - Bulletin Print Report; The separation of Sirius XM Holdings, Inc., ("SIRI"), from Liberty Media Corporation, ("LMC"), frequently rumored, has now become, or will by Q3 of 2024, a...

FUN Will Cease To Be An MLP - Expanded Version: December 12, 2023 - Bulletin Print Report; Cedar Fair, L.P., ("FUN"), an owner and operator of amusement parks,was one the last of the so-called "electing 1987 partnerships," (in fact, the only...

Is This A Wash Sale?: December 1, 2023 - Bulletin Print Report; A taxpayer owns stock in Ycorporation which has, unfortunately, declined in price during the period the taxpayer has owned the stock. Thus, the taxpayer is "sitting&...

NAPA's Merger Is Structured For Tax Efficiency: November 30, 2023 - Bulletin Print Report; The DuckhornPortfolio, Inc., ("NAPA"), recently announced that it has entered into a definitive agreement to acquire Sonoma-Cutrer Vineyards,Inc., ("SCV&qu...

Overlapping Ownership Rule Saves An RMT Transaction: November 27, 2023 - Bulletin Print Report; DP, a Country A publicly traded corporation, is the ultimate parent of a worldwide group of corporations. DP appears to be Flex LTD. The Distributing Group consists of Business...

The Willens Deal Survey November 2023: November 27, 2023 - The Deal Survey: November 2023 Print Report; Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.

Continuity Of Interest And Long-Term Bonds: November 27, 2023 - Volume 17 Issue 226 Print Report; The Gulf Coast Irrigation Company was the owner of irrigation properties. Petitioner was the sole shareholder of the Irrigation Company. A contract called for a conveyance of a...

Johnson Controls' Disclosures Were Adequate: November 22, 2023 - Bulletin Print Report; In January 2016, at the very height of the "inversion" craze, Johnson Controls, Inc., ("J"), entered into an agreement to merge with Tyco International, plc...

Is Twenty-Seven Percent "Good" Continuity Of Interest?: November 21, 2023 - Bulletin Print Report; Crescent Point Energy Corporation, ("CPG"), announced that it has entered into an "arrangement agreement" to acquire Hammerhead Energy, Inc., ("HHRS&qu...

DISH Network And EchoStar Change The "Direction" Of Their Merger: November 15, 2023 - Bulletin Print Report; In August, 2023 DISH Network Corporation, ("D") entered into an Agreement and Plan of Merger, (the "Original Merger Agreement"), with EchoStar Corporation,...

United Therapeutics Joins The List Of CVR Issuers: November 14, 2023 - Bulletin Print Report; When the parties to an acquisition are uncertain about the value of the target, it may be best to delay paying a portion of the merger consideration until such time, if ever, t...

RPT Special Dividend Should Be Free Of Withholding Tax: November 13, 2023 - Bulletin Print Report; The acquisition of RPT Realty, ("RPT"), by Kimco Realty Corporation, ("KIM"), each a real estate investment trust, (a "REIT"), seems to be proceed...

Reverse Morris Trust Features A Downstream Merger: November 9, 2023 - Bulletin Print Report; In most cases, the second "leg"of a "Reverse Morris Trust" transaction involves the merger of spincowith and into an unrelated corporation. In o...

Tender Offer And Merger Treated As An Integrated Acquisition Of Assets: November 8, 2023 - Bulletin Print Report; Cadeler A/S, a public limited company incorporated under the laws of Denmark, is offering to exchangefor each outstanding share of Eneti, Inc., a corporation incorporated...

FUN Will Cease To Be An MLP: November 2, 2023 - Bulletin Print Report; PEAK And DOC Forgo A Basis Step-Up; November 1, 2023 - Bulletin Print Report; HealthpeakProperties, Inc., ("PEAK"), and Physicians Realty Trust, ("DOC"), are each real estate investment trusts, ("REITs"), within the me...

O And SRC Propose A Tax-Free Reorganization: October 31, 2023 - Bulletin Print Report; Realty Income Corporation, ("O"), and Spirit Realty Capital, Inc., ("SRC"), are each real estate investment trusts, ("REITs"), within the meaning...

The Willens Deal Survey October 2023: October 24, 2023 - The Deal Survey: October 2023 Print Report; Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.

No Withholding Tax Imposed On Redemption Distributions: October 23, 2023 - Bulletin Print Report; One of the more interesting deals in the market is Vista Outdoor, Inc.'s proposal for disposing of its Sporting Products business and returning to its shareholdersthe...

VMW Shareholders Must Elect The Form Of Merger Consideration: October 19, 2023 - Bulletin Print Report; Broadcom, Inc., ("AVGO"), and VMware, Inc., ("VMW"), announced that the deadline for VMW's shareholders to elect the form of merger consideration they w...

Triangular Merger And Liquidation Recast As A 'C' Reorganization: October 16, 2023 - Volume 17 Issue 197 Print Report; P, whose stock is widely held and publicly traded, is a manufacturing corporation organized under the laws of State A. T, whose stock is closely held, is a manufacturing corpor...

Exxon and Pioneer Reach Historic Agreement: October 12, 2023 - Bulletin Print Report; It did not take long for the rumors to become reality. Exxon Mobil Corporation ("Exxon"),and Pioneer Natural Resources, ("Pioneer"), jointly announced...

BMY Will Use CVRs In Connection With Its Acquisition Of MRTX: October 10, 2023 - Bulletin Print Report; Bristol-Myers Squibb, ("BMY"), and Mirati Therapeutics, Inc., ("MRTX"), announced that they have entered into a definitive merger agreement pursuant to ...

AMC May Proceed With Its Restructuring Plan: October 6, 2023 - Bulletin Print Report; AMC Entertainment Holdings, Inc., ("AMC"), is now poised to implement its controversialrestructuring plan since, on August 11, 2023, the court finally approved...

Is LLY's PNT Acquisition A Business Combination Or Asset Acquisition?: October 4, 2023 - Bulletin Print Report; Eli Lilly and Company, ("LLY") and POINT BiopharmaGlobal, Inc., ("PNT"), announced a definitive agreement for LLY to acquire PNT, a "radiopharmac...

Converting An MLP Into A REIT: September 29, 2023 - Volume 17 Issue 186 Print Report; PS is a publicly traded limited partnership that owns and operates Property. PS owns the stock of two subsidiaries, Sub 1 and Sub 2. To improve access to capital markets and fo...

Liberty Media's Proposed "Business Combination" With SIRI: September 26, 2023 - Bulletin Print Report; In November 2021, Liberty Media Corporation, ("LMC"), acquired sufficient additional stock in Sirius XM Holdings, Inc., ("SIRI"), to place LMC "in cont...

The Deal Survey September 2023: September 22, 2023 - The Deal Survey: September 2023 Print Report; Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.

GPRE Takes A Page From MMP's "Rollup" Playbook: September 19, 2023 - Bulletin Print Report; Green Plains, Inc., ("GPRE"), owns an approximately49 percent limited partner interest and a two percent general partner interest in a publicly traded partnersh...

Target Granted An Extension To Make A "Safe Harbor" Election: September 15, 2023 - Bulletin Print Report; TP, a publicly held corporation, entered into a merger agreement dated Date 4. TP had no majority shareholder. TP was acquired in a reverse triangularmerger with Merger S...

TNET Raises The Possibility Of Constructive Dividends: September 14, 2023 - Bulletin Print Report; TriNet Group, Inc., ("TNET"), is engaging in a massive, nearly $1 billion, stock repurchase which has some unusual features, most notablyfrom a federal income t...

Smurfit Kappa And WestRock Propose A Business Combination: September 13, 2023 - Bulletin Print Report; The boards of directors of paper manufacturersSmurfit Kappa Group plc, ("S"), and WestRock Company, ("W"), recently announced the signing of a definit...

A Merger In Which Each Constituent Serves As The "Acquirer": September 12, 2023 - Bulletin Print Report; Bank of California, Inc., ("BANC"), and PacWest Bancorp, ("PACW"), two West Coast stalwarts who have been punishedin the wake of the Silicon Valley Ba...

SJM's Stock Will Be Taxable To TWNK's Shareholders: September 12, 2023 - Bulletin Print Report; Hostess Brands, Inc., ("TWNK"), announced that it has entered into a definitive agreement with the JM Smucker Company, ("SJM"), in connection with which the...

TransAlta's Stock Appears To Be Taxable To U.S. Holders: September 6, 2023 - Bulletin Print Report; TransAlta Corporation, ("TAC"), owns approximately sixty percent of the outstanding stock of TransAlta Renewables, Inc., ("RNW"). Each of TAC and RNWi...

ICE And BKI Finally Close Their Deal: September 6, 2023 - Bulletin Print Report; It has taken quite a while but, finally, Intercontinental Exchange, Inc., ("ICE"), was grantedpermissionto complete its acquisition of Black Knight, Inc.,...

Reciprocal Options Do Not Cause A Present Sale: September 6, 2023 - Volume 17 Issue 170 Print Report; X is an 'S' corporation. X and A propose to enter into an agreement that provides options to both parties that, at a future date, may result in the transfer of ownershi...

REGN's CVRs Helped To Land DBTX: September 6, 2023 - Bulletin Print Report; The use of contractual contingent value rights, ("CVRs"), to bridge valuation gaps has become almost standard operating procedure in the world of health care acquisit...

UBS Made A "Bargain Purchase": September 1, 2023 - Bulletin Print Report; It has now been several months since the closing of the historic acquisition by UBS Group AG of troubledCredit Suisse AG. Upon the closing of the transaction, each outsta...

"COI" and "COBE" Found To Exist: August 31, 2023 - Volume 17 Issue 167 Print Report; T is a holding company which, through its subsidiaries, is engaged in Business P and in Business D. T has three classes of stock outstanding: Class A voting common stock owned...

KIM Agrees To Annex RPT: August 29, 2023 - Bulletin Print Report; Kimco Realty Corporation, ("KIM"), and RPT Realty, ("RPT"), are each real estate investment trusts, ("REITs"), for federal income tax purposes and...

Receiving Stock Of A Successor To The Issuer Of "CVRs": August 25, 2023 - Volume 17 Issue 163 Print Report; FA, an FC corporation, uses the accrual method of accounting. FA wished to acquire T, the domestic common parent of a consolidated group of corporations using the accrual metho...

The Deal Survey August 2023: August 24, 2023 - The Deal Survey: August 2023 Print Report; Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.

PR And ESTE To Engage In A "Two-Party" 'A' Reorganization: August 24, 2023 - Bulletin Print Report; Permian Resources Corporation, ("PR"), and Earthstone Energy, Inc., ("ESTE"), announced that they have entered into a definitive agreement under which PR wi...

Disregarding Transitory Steps: August 21, 2023 - Volume 17 Issue 159 Print Report; X, a State C banking corporation, has outstanding 2,000x shares of common stock which were publicly-held. X has decided that its stock should be owned directly by a c...

DINO Agrees To "Roll Up" HEP: August 18, 2023 - Bulletin Print Report; HF Sinclair Corporation, ("DINO") owns a 47 percent limited partner interest in Holly Energy Partners, L.P., ("HEP").and a non-economic general partne...

ET And CEQP To Engage In An "Assets-Over" Merger: August 18, 2023 - Bulletin Print Report; Energy Transfer L.P. ("ET"), and Crestwood Equity Partners L.P., ("CEQP"), each a publicly traded partnership, announced that the parties have entered into...

FIS's Tax Problem Will Be Mitigated By "Leveraged Partnership" Technique: August 16, 2023 - Bulletin Print Report; In 2019, to much fanfare, Fidelity National Information Services, Inc., ("FIS"), acquired all of the outstanding stock of Worldpay, Inc., ("WP"). The acquis...

CLF And X: Forward Or Reverse Merger Proposed?: August 15, 2023 - Bulletin Print Report; Cleveland-Cliffs, Inc., ("CLF"),decided to go public with an offer it previously made exclusively to the Board of Directors of the United States Steel Corporati...

Novartis Breathes Life Into The "Open Transaction" Doctrine: August 15, 2023 - Bulletin Print Report; Companies with products and/or processes that are still in the developmental stage, and have not yet attainedcommercial viability, are notoriously difficult to value. Whe...

AVID Is A "Loss Corporation": August 11, 2023 - Bulletin Print Report; Avid Technology, Inc., ("AVID"), is the subject of a leveraged buy-out, ("LBO"). It recently announced that it has entered into a definitive agreement to be...

DISH And SATS Will Become One: August 9, 2023 - Bulletin Print Report; The Ergen family has long enjoyed a controlling interest in each of DISH Network Corporation, ("DISH"), and EchoStar Corporation, ("SATS"). Approximately fo...

NEWR Will Engage In A "Parent-Subsidiary" LBO: August 2, 2023 - Bulletin Print Report; On July 31, 2023, New Relic, Inc., ("NEWR"), announced it had entered into an Agreement and Plan of Merger with Crewline Buyer, Inc., ("Parent"), and Crewli...

"Lev Par" Is An Antidote For A Low Basis: July 28, 2023 - Bulletin Print Report; Fidelity National Information Services, Inc., ("FIS"), in 2019, acquired Worldpay, Inc., ("W"), in a cash and stock deal for well north of $30 billion. The...

PACW Will Be The "Accounting Acquirer": July 26, 2023 - Bulletin Print Report; Bank of California, Inc., ("BANC"), and PacWest Bancorp, ("PACW"), have announced the signing of a definitive merger agreement pursuant to which the compani...

The Willens Deal Survey July 2023: July 20, 2023 - The Deal Survey: July 2023 Print Report; Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.

Eli Lilly Embraces The "Closed Transaction" Approach To CVRs: July 13, 2023 - Bulletin Print Report; Recently, Eli Lilly & Co., ("E"), and SigilonTherapeutics, Inc., ("S") announced a definitive agreement for L to acquire the stock of S from its s...

Citigroup Can Deduct Its Worthless "RAP Right": July 13, 2023 - Bulletin Print Report; One S&L-crisis era"assisted" merger occurred between Glendale Federal Bank, FSB, ("G"), and First Federal Savings and Loan of Broward, ("B&qu...

FIS Exploring Sale Of Worldpay: July 3, 2023 - Bulletin Print Report; In 2019, Fidelity National Information Services, Inc., ("FIS"), and Worldpay, Inc., ("WP), engaged in a business combination in which FIS acquired the stock of W...

Chinook/Novartis Endorse Open Transaction Approach To CVRs: June 29, 2023 - Bulletin Print Report; We have reviewed many deals over the past few years in which the consideration offered to the shareholders of the acquired corporation consisted not only of "current"...

Attribute Of Stock Or Other Property?: June 28, 2023 - Bulletin Print Report; Where a transaction qualifies as a "reorganization," within the meaning of section 368(a) of the Code, the shareholders of the acquired corporation are permitted ...

Deemed Liquidation Created By Sec. 338(h)(10) Not Under Sec. 332: June 27, 2023 - Volume 17 Issue 121 Print Report; P is the common parent of a consolidated group. P owns all of the stock of S1. S1 owns at least 80 percent of the stock of S2. S2 owns all of the stock of S3. &...

The Willens Deal Survey June 2023: June 26, 2023 - The Deal Survey: June 2023 Print Report; Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.

Cadeler A/S And Eneti, Inc. Announce A Business Combination: June 26, 2023 - Bulletin Print Report; CadelerA/S, ("C"), and Eneti, Inc., ("E"), announced that they have entered into a business combination agreement to combine through a stock-for-stock...

CVRs Are Now Standard Operating Procedure: June 22, 2023 - Bulletin Print Report; Chinook Therapeutics, Inc., ("KDNY"), is a biopharmaceutical company focused on developing medicines for the treatment of kidney diseases. It announced that it has en...

Anatomy Of A Master Limited Partnership "Roll-Up": June 16, 2023 - Bulletin Print Report; Recently, ONEOK, Inc., ("OKE"), and Magellan Midstream Partners, L.P., ("MMP), a master limited partnership, ("MLP"), announced that they have executed...

Liquidating An Insolvent Corporation: June 16, 2023 - Volume 17 Issue 115 Print Report; C is a State X corporation engaged in property management and other businesses. C has outstanding 228,000 shares of voting common stock, all of which are held by Trust (T), a r...

NDAQ Will Not Get A Basis Step-Up: June 12, 2023 - Bulletin Print Report; It is ordinarilythe case, where a public corporation acquires a private one, that the deal will be structured to permit the acquirer to obtain a "cost" (i.e., s...

Stock Acquisition And Preplanned Liquidation Not Integrated: June 8, 2023 - Volume 17 Issue 109 Print Report; Mr. A owns T. T had $150x worth of assets and $50x of liabilities. The value of P's assets, net of liabilities, is $410x. P forms X for the sole purpose of acquiring all th...

EIP Will Vote Against The ONEOK/MMP Deal: June 8, 2023 - Bulletin Print Report; Not surprisingly, we suppose, one of the largest holders of Magellan Midstream Partners, L.P., ("MMP"), has indicated that the tax profile of the MMP/ONEOK deal will...

A Stock’s “Inherent Attribute” Determines Whether It Is “Voting Stock": June 6, 2023 - Bulletin Print Report

GNL And RTL Choose A Tax-Free Deal: June 5, 2023 - Bulletin Print Report; While many acquisitions of real estate investment trusts, ("REITs"), are structured as taxable acquisitions of the assets of the acquired REIT, so as to provide the a...

Thomson Reuters To Return Capital To Shareholders: June 2, 2023 - Bulletin Print Report; Thomson Reuters, ("TRI"), has been gradually liquidatingits positionin the London Stock Exchange, ("LSEG"). More accurately, the shares so sold...

DM Will Engage In An "Outbound" Transaction: May 26, 2023 - Bulletin Print Report; Stratasys Ltd., ("SSYS"), an Israeli corporation, and Desktop Metal, Inc., ("DM"), a domestic corporation, announced that they have entered into a definitiv...

CVX's Basis In PDCE Will Not Reflect Its Outlay: May 24, 2023 - Bulletin Print Report; Chevron Corporation, ("CVX"), recently announced it has entered into a definitive agreement with PDC Energy, Inc., ("PDCE"), to acquire all outstanding shar...

The Willens Deal Survey May 2023: May 24, 2023 - The Deal Survey: May 2023 Print Report; Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.

REIT Merger Intended To Qualify As A Tax-Free Reorganization: May 19, 2023 - Bulletin Print Report; Regency Centers Corporation, ("REG"), and Urstadt Biddle Properties, Inc., ("UBP"), each a real estate investment trust, ("REIT"), announced that...

FRG Is Engaging In A "Two-Corporation" LBO: May 19, 2023 - Bulletin Print Report; Management and itsaffiliates and related partiescurrently owns approximately 36 percent of the stock of Franchise Group, Inc., ("FRG"). The remainder of t...

Is UBS's Acquisition Of Credit Suisse A Reorganization?: May 18, 2023 - Bulletin Print Report; More details have now emerged regarding UBS Group AG's acquisition of its former rival, Credit Suisse Group AG. As advertised, the acquisition will be structured as a merge...

Carryover Of Unused Foreign Tax Credits: May 15, 2023 - Volume 17 Issue 92 Print Report; P, a foreign corporation, owns all of the stock of S-1 and S-2. S-1 is a foreign corporation that is incorporated in Country X. S-2 is a domestic corporation engaged in the ban...

OKE's Acquisition Of MMP Will Be Fully Taxable: May 15, 2023 - Bulletin Print Report; ONEOK, Inc., ("OKE"), and Magellan Midstream Partners, L.P., ("MMP"), announced that they have executed a definitive merger agreement, in whicha newly...

Livent Corporation Will "Invert": May 11, 2023 - Bulletin Print Report; Allkem Ltd., and Livent Corporation announced the signing of a definitive agreement "to combine the two companies." From Livent's point of view, the deal resemble...

Special Dividends Not Part Of The Purchase Price Of Stock: May 8, 2023 - Bulletin Print Report; Husband, ("H"), owned stock in Cellmania, ("C"), a 'C' corporation. On June 11, 2010, Research in Motion, ("R"), sent a letter of intent,...

Sequential Reorganizations Recast: May 8, 2023 - Volume 17 Issue 87 Print Report; W was incorporated in 1954, and was engaged in the business of owning and leasing real estate and personal property. W has 1,169 shares of common stock issued and outstanding....

Can Illumina Spin-Off GRAIL Tax-Efficiently?: April 28, 2023 - Bulletin Print Report; Illumina, Inc., ("ILMN"),acquired GRAIL, ("G"), in August 2021. The transactionwas structured along familiar lines. ILMN, to effect the acquisit...

Merger Without "Continuity" Cannot Be A Reorganization: April 28, 2023 - Volume 17 Issue 81 Print Report; The Tax Court held that literal compliance with the provisions of a state law authorizing a merger would not in itself effect a reorganization; that the test of contin...

The Willens Deal Survey April 2023: April 24, 2023 - The Deal Survey: April 2023 Print Report; Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.

Albertsons Will Treat "Spinco" As "Merger Consideration": April 24, 2023 - Bulletin Print Report; One of the longest-running sagas in recent deal history involves the union of Albertsons Companies, Inc., ("ACI"), and Kroger Co., ("KC"). In connection wit...

HBM Will Acquire CMMC In A Tax-Free Manner: April 21, 2023 - Bulletin Print Report; Hudbay Minerals, Inc., ("HBM"), and Copper Mountain Mining Corporation, ("CMMC"), each organized under the laws of Canada, have announced a business combina...

Membership Interest In LLC Treated As "Stock": April 21, 2023 - Bulletin Print Report; On March 13, 2003, LLC was formed as an Arizona limited liability company. Plaintiff, ("P"), was a member of LLC. LLC was taxed as an 'S' corporation...

Single Sale Comminuted Into Multiple Sales: April 17, 2023 - Volume 17 Issue 72 Print Report; The taxpayer corporation was indebted to a shareholder. Four lots of stock owned by the corporation were transferred to the shareholder. On two lots there were gains; on the ot...

Parent Inherits Liquidated Subsidiary's Business History: April 14, 2023 - Volume 17 Issue 71 Print Report; Dover Corporation, (D), owned DCF, a Delaware corporation. DCF owned DUK. DUK owned H&C, a U.K. corporation engaged in the business of installing and servicing elevators.&n...

GasLog Ltd. Intends To "Roll Up" GasLog Partners: April 12, 2023 - Bulletin Print Report; GasLog Ltd., ("GLL"), and GasLog Partners, ("GLP"), announced that they have entered into a definitive merger agreement pursuant to which GLL will acquire &...

Could SJM Have Divested Its Pet Foods Business Tax Efficiently?: April 6, 2023 - Bulletin Print Report; On February 8, 2023, Post Holdings, Inc., ("PHI"), and PCB Sub, LLC, ("PCB"), a newly created, wholly-owned, indirect subsidiary of PHI, and a disregarded e...

EXR Will Pursue A Tax-Free Acquisition Of LSI: April 4, 2023 - Bulletin Print Report; Extra Space Storage, Inc., ("EXR"), and Life Storage, Inc., ("LSI"), announced that the two corporations, each a real estate investment trust, ("REIT&q...

EDR And WWE Will Join Forces To Become "TKO": April 3, 2023 - Bulletin Print Report; Endeavor Group Holdings, Inc., ("EDR"), and World Wrestling Entertainment, Inc., ("WWE"), founded by the legendary Vince McMahon, today announced what, in r...

Altria Group, Inc. Can Now Monetize Its Stake In ABI Tax-Efficiently: April 2, 2023 - GGGHHHIIIJJJ Print Report; Now that AltriaGroup, Inc., ("MO"), has "sustained" its heretofore "paper"loss in JUULLabs, Inc., ("JUUL"), through th...

Sale And Exchange Properly Segregated: March 29, 2023 - Volume 17 Issue 60 Print Report; By contract between M, an individual, and the JC, a corporation, it was provided that M should sell 1,026 shares of his stock of 2C for $65 per share, but should retain the bal...

The Willens Deal Survey March 2023: March 23, 2023 - The Deal Survey: March 2023 Print Report; Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.

AMC Seeks To Convert Its "APEs" Into Common Stock: March 22, 2023 - Bulletin Print Report; AMC Entertainment Holdings, Inc., ("AMC"), plans to convenea special meeting of its stockholders at which certain proposed amendments to the company's Certi...

Merged Corporation Lacked Capacity To Petition Tax Court: March 22, 2023 - Bulletin Print Report; P was a 'C' corporation. P was the parent of an affiliated group of corporations which included T. T was a 'C' corporation. On January 5, 2001, P merged, downst...

UBS To Acquire Credit Suisse: March 20, 2023 - Bulletin Print Report; Whether voluntarily or not, the die is now cast. UBS is acquiring itsbeleaguered rival, Credit Suisse, in a transaction apparently brokered by the Swiss banking authoriti...

80 Percent of the "Voting Power": March 13, 2023 - Volume 17 Issue 48 Print Report; At the beginning of 1984, when Alumax, Inc. (AL)was owned 50 percent by Amax (A) and 50 percent by "Japanese interests" (J), AL undertook a restructur...

AbbVie's "Inversion" With Shire plc Is Still Causing Problems: March 9, 2023 - Bulletin Print Report; One of the most notorious transactions of the "inversion era" was one that was not seen to completion, the inversion of AbbVie, Inc., in which Shire plcwas to s...

ENGH's Stock Will Be Redeemed: March 9, 2023 - Bulletin Print Report; Vistra Corporation, ("VST"), announced that it has executed a definitive agreement with Energy Harbor Corporation, ("ENGH"), pursuant to which ENGH will mer...

ROCC Shareholders Will Be Taxed On BTE's Equity: March 1, 2023 - Bulletin Print Report; Baytex Energy Corporation, ("BTE"), a Canadian corporation, announced that it has entered into a definitive agreement to acquire Ranger Oil Corporation, ("ROCC&q...

Merger Recharacterized As A 'B' Reorganization: February 28, 2023 - Volume 17 Issue 39 Print Report; P and Y are each publicly owned corporations. P wanted to acquire "the business" of Y but could do so "with an effective result" only if the corpo...

Seller/Buyer Non-Compete Clauses Survive The FTC's Purge: February 28, 2023 - Bulletin Print Report; The Federal Trade Commission, (the "FTC"), in its never-ending quest to remove real and perceivedobstacles to competition, hasnow focused its attention on...

"Holds" Substantially All Of Its Properties: February 23, 2023 - Volume 17 Issue 36 Print Report; P is a manufacturing corporation organized under the laws of State A. T is also a manufacturing corporation organized under the laws of State A. P organizes S as a wholly owned...

Section 6621(d) Provides A Temporal Limitation For Interest Netting: February 23, 2023 - Bulletin Print Report; Under section 6621(d) of the Code, when "underpayments and overpayments by the same taxpayer offset each other, no interest is due." In Case 1, B's un...

The Willens Deal Survey February 2023: February 22, 2023 - The Deal Survey: February 2023 Print Report; Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.

Will NEM's All-Stock Offer Be Taxable?: February 15, 2023 - Bulletin Print Report; Where the "merger consideration" in a proposed transaction consists exclusively of the acquirer's stock, it generally follows that the shareholders of the acquire...

Is FIS's Spin-Off Dependent On Satisfying The "Expansion Doctrine?": February 14, 2023 - Bulletin Print Report; In 2019, Fidelity National Information Services, Inc. ("FIS"), and Worldpay, Inc., ("WP"), engaged in a business combination in which the former acquired al...

Will A "Constructive" Redemption Trigger Repurchase Excise Tax?: February 10, 2023 - Bulletin Print Report; Section 4501 of the Internal Revenue Code, enacted in the Inflation Reduction Act of 2022, as is by now well-known, imposes on each "covered corporation" an excise ta...

Spin-Off By A Controlled Foreign Corporation: February 7, 2023 - Bulletin Print Report; Parent, ("P"), is the parent of a worldwide group of affiliates, (the "P Worldwide Group"). The P Worldwide Group is engaged in multiple businesses, includi...

PSA Is Proposing A Taxable Transaction: February 6, 2023 - Bulletin Print Report; Public Storage, Inc., ("PSA"), we learned this morning, is proposing to acquire "all of the outstanding shares and units of Life Storage, Inc., ("LSI")...

JNJ's "Talc" Affiliate Was Not In "Financial Distress": February 6, 2023 - Bulletin Print Report; OC, a wholly owned subsidiary of Johnson & Johnson, ("JJ"), sold healthcare products. It also produced Baby Powder, a skincare product. Its base was talc. Concern...

MAGT To Be Acquired In A "Disproportionate" Acquisition: January 31, 2023 - Bulletin Print Report; Magnet Forensics, Inc., ("MAGT"), a Canadian corporation, announced it has entered into a definitive arrangement agreement with "PU," a newly-created corpor...

Isolated Redemption Does Not Trigger Deemed Distribution: January 30, 2023 - Volume 17 Issue 19 Print Report; C is a privately held holding company with all of its stock (consisting of Class A voting stock and Class B nonvoting stock) held by or for the benefit of members of...

ACI Finally Pays Its Controversial Special Dividend: January 26, 2023 - Bulletin Print Report; Albertsons Companies, Inc., ("ACI"), in connection with its proposed business combination with The Kroger Company., ("KR"), declared a special dividend in O...

The Willens Deal Survey January 2023: January 25, 2023 - The Deal Survey: January 2023 Print Report; Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.

What We Can Learn From 3M's Reverse Morris Trust Ruling: January 20, 2023 - Bulletin Print Report; LTR 202249011, May 10, 2022, is the ruling letter issued by the I.R.S. to 3M Company, ("MMM"),in connection with its "Reverse Morris Trust," ("RM...

A Financial Transaction Is Not An Unexpected Event: January 5, 2023 - Bulletin Print Report; APP held stock in CelgeneCorporation. On November 19, 2019, Bristol-Myers Squibb Company purchased Celgene Corporation in a "merger acquisition, which resulted in AP...

SPAC's Stock Issuance Should Reduce Repurchase Excise Tax Base: January 5, 2023 - Bulletin Print Report; It turns out that SPACswill not only benefit from the I.R.S.'s surprising decision to exclude liquidating distributions from the definition of a "repurchase,&quo...

Tender Offer/Merger Stepped Together To Find A Reorganization: January 5, 2023 - Volume 17 Issue 3 Print Report; P and T are widely-held, manufacturing corporations organized under the laws of State A. P seeks to acquire all of the outstanding stock of T. P initiates a tender of...

Split-Off Gains Will Be Excluded From "AFSI": January 3, 2023 - Bulletin Print Report; The I.R.S.'s guidance on the corporate alternative minimum tax, (the "CAMT"), enacted in the Inflation Reduction Act of 2022,adopts the same governing...

CVRs Should Be Excluded From The "Amount Realized": December 29, 2022 - Bulletin Print Report; Where the parties to an acquisition are unable to agree on the value of the target (or, less frequently, on the value of the acquirer) for purposes of fixing the merger conside...

I.R.S. Issues Guidance On The "Repurchase Excise Tax": December 28, 2022 - Bulletin Print Report; Section 4501 of the Internal Revenue Code, added by the Inflation Reduction Act, imposes on eac...

The Willens Deal Survey December 2022: December 22, 2022 - The Deal Survey: December 2022 Print Report; Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.

Certificates Treated As Equity Interests: December 21, 2022 - Volume 16 Issue 242 Print Report; Y is a farmer's cooperative association which markets and processes agricultural productson behalf ofits members. Its member-patrons possess membershi...

Dissenters' Stock Is No Longer Outstanding: December 14, 2022 - Volume 16 Issue 237 Print Report; C is aState W corporation that performs services for both the government and the private sector. At present, 68,300 shares of C common stock are held by current...

Twitter, Inc. Has Gone Private: December 12, 2022 - Bulletin Print Report; On October 27, 2022, a corporation, "Merger Sub," a wholly-owned subsidiary of "Parent," each such corporation recently created by Mr. Elon R. Musk, ("...

Depositors Have The Rights Of Shareholders: December 5, 2022 - Volume 16 Issue 230 Print Report; X and Y, both organized in State R, have operated continuously for many years as mutual savings banks. Neither had any capital stock outstanding, nor were there any other writt...

PKN Orlen To Acquire Oil And Gas Producer: December 1, 2022 - Bulletin Print Report; One of the world's largest companies, PKN Orlen, recently acquired, as a complement to its oil refining business, the assets, subject to the liabilities, of an oil and gas...

Can We Insure “Exchange” Treatment of Pre-Merger Distributions?: November 30, 2022 - Bulletin Print Report; One of more enduring issues faced by tax advisors who travel in the mergers and acquisitions space is the proper classification, for federal income tax purposes, of what we can...

STAR To Disburse An "In-Kind" Dividend: November 28, 2022 - Bulletin Print Report; The merger of Safehold, Inc., ("SAFE"), and iStar, Inc., ("STAR"), was already a rather complicated affair. It just got even more complex. To recap, STAR cu...

The Willens Deal Survey November 2022: November 21, 2022 - The Deal Survey: November 2022 Print Report; Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.

MMX Acquisition Appears To Be Taxable: November 16, 2022 - Bulletin Print Report; Triple Flag Precious Metals Corporation, ("TFPM") and Maverix Metals, ("MMX"), each a Canadian corporation, announced that they have entered into a definiti...

An "Induced" Split-Off Is A "True Bargain Transaction": November 10, 2022 - Bulletin Print Report; Although a pro-rata spin-off remains the most popular methodfor a corporation to divest itself, tax-efficiently, of a suddenly incompatible business, some distributing co...

The "Forward Cash Merger" Is Alive And Well In REIT-Land: November 10, 2022 - Bulletin Print Report; An acquisition technique that had, at one time, occupied a prominent place in an investment banker's arsenal, the "forward cash merger," was relegated to relative...

IAA To Move North Of The Border: November 8, 2022 - Bulletin Print Report; Ritchie Brothers Auctioneers, Inc., ("RBA"), a Canadian corporation, and IAA, Inc., ("IAA"), a domestic corporation, have entered into a definitive agreemen...

Ligand Pharmaceuticals Entrusts OmniAb To A SPAC: November 4, 2022 - Bulletin Print Report; We have seen an inordinate number of special purpose acquisition companies, ("SPACs"), "throw in the towel" and announce their intention to liquidate due to...

ABMD Shareholders Will Receive CVRs: November 2, 2022 - Bulletin Print Report; Johnson & Johnson, ("JNJ"), and Abiomed, ("ABMD"), announced that they have entered into a definitive agreement under which JNJwill acquire, throu...

EMR To Employ Leveraged Partnership Divestiture Technique: November 2, 2022 - Bulletin Print Report; On October 30, 2022, Emerson Electric Co., ("EMR"), "BCP Emerald," a Delaware limited partnership formed by investment funds managed by affiliates of Blacks...

Flagstar Is Not Sure How Its Special Dividend Will Be Characterized: October 31, 2022 - Bulletin Print Report; In May 2021, New YorkCommunity Bancorp, Inc., ("NY"), and Flagstar Bancorp, Inc., ("FB"), entered into a definitive merger agreement pursuant to which...

The Willens Deal Survey October 2022: October 26, 2022 - The Deal Survey: October 2022 Print Report; Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.

LLY Will Use CVRs As Merger Consideration: October 26, 2022 - Bulletin Print Report; Eli Lilly & Co., ("LLY"),and Akouos, Inc., ("AKUS"), recently announced a definitive agreement pursuant to which LLY will acquire all of the stock...

Registrar And Transfer Agent Fees: October 21, 2022 - Volume 16 Issue 200 Print Report; A corporation listed its capital stock on a registered stock exchange and appointed botha registrar and a transfer agent to whom fees were paid "to take ca...

STOR's Merger Consideration Should Not Be Subject To Withholding Tax: October 21, 2022 - Bulletin Print Report; As we previously reported, STORE Capital Corporation, ("STOR"), a real estate investment trust, ("REIT"), and GIC and Oak Street announced that they have en...

CLR Is "Going Private": October 20, 2022 - Bulletin Print Report; The family, led by HGH, (the "Founder"),which owns approximately 83 percent of the stock of Continental Resources, Inc. ("CLR"), has decided that it w...

Settlement Proceeds Constituted Additional Consideration For Stock: October 19, 2022 - Volume 16 Issue 198 Print Report; Each of two trusts owned 250 shares of MS's outstanding stock. There were outstanding 76,543 shares of common stock of MS, of which some 97 percent were owned by HC and his...

Warrant Exchanges In "Overlap" Transactions: October 18, 2022 - Bulletin Print Report; It appears that the demise of special purpose acquisition companies, ("SPACs"), widely predicted in the popular press, has been greatly exaggerated. SPAC acquisitions...

KR And PCI Will Form A Behemoth: October 14, 2022 - Bulletin Print Report; Just days after rumors started circulating about a potential deal, The Kroger Co., ("KR"), and Albertsons Companies, Inc., ("AC") announced this morning tha...

Safehold Will Be The Acquired Corporation In An "Upstream Merger": October 14, 2022 - Bulletin Print Report; Safehold, Inc., ("SAFE"), and iStar, Inc., ("STAR"), each a real estate investment trust, ("REIT"), engagedin the business of acquiring,&nbs...

Repurchase Tax Not Limited To “Conventional” Redemptions: October 14, 2022 - Bulletin Print Report

"Underneath" Bank Mergers Satisfy Continuity Of Interest Requirement: October 6, 2022 - Bulletin Print Report; Provident Financial Services, Inc., ("PFS"),the parent of Provident Bank, ("PB"), and Lakeland Bancorp, Inc., ("LBI"),the parent of La...

BHVN Update: September 28, 2022 - Bulletin Print Report; Biohaven Pharmaceutical Holding Company, Ltd., ("BHNV"), announced that the closing date of the acquisition by Pfizer, Inc. of BHVN, ("the Merger"), is expec...

The Willens Deal Survey September 2022: September 22, 2022 - The Deal Survey: September 2022 Print Report; Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.

I.R.S. Finds Substantiality Test Is Substantially Complied With: September 22, 2022 - Volume 16 Issue 181 Print Report; UST is a domestic corporation. UST is engaged in Business C with significant interests in the U.S., Europe, and Asia. UST has issued and outstanding shares of common stock, as...

STOR's Purchasers In Line For A Basis Step-Up: September 16, 2022 - Bulletin Print Report; STORE Capital Corporation, ("STOR"), an internally-managed, "net lease," real estate investment trust, ("REIT"), and GIC, in partnership with with...

How Will SPACs Fare Under The New "Repurchase" Tax?: September 13, 2022 - Bulletin Print Report; The Inflation Reduction Act, (the "Act"), recently signed into law by President Biden, introduces into the tax law an excise tax imposed on the act, by a covered corp...

JBLU/SAVE Tax Guidance Is Equivocal: August 25, 2022 - Bulletin Print Report; JetBlue Airways, Corporation, ("JBLU"), and Spirit Airlines, Inc., ("SAVE"), have entered into a definitive merger agreement pursuant to which JBLU has agre...

The Willens Deal Survey August 2022: August 23, 2022 - The Deal Survey: August 2022 Print Report; Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.

Will AMMO, Inc. Use The "Expansion" Doctrine?: August 23, 2022 - Bulletin Print Report; AMMO, Inc., the owner of GunBroker.com, the largest online marketplace serving the firearms and shooting sports industries, and a leading vertically integrated producer, design...

Our Proposal For How The JBLU/SAVE Deal Should Be Taxed: August 19, 2022 - Bulletin Print Report; JetBlue Airways Corporation, ("JBLU"), as everyone is now aware, has entered into a definitive agreement pursuant to which JBLU, assuming it secures the necessary reg...

Redemptions Do Not "Spoil" a 'B' Reorganization: August 16, 2022 - Volume 16 Issue 156 Print Report; Acquiring Corporation (AC) has only a single class of voting common stock outstanding. That stock iswidely-held and publicly-traded.For the purpose of fac...

"Reverse" Termination Fee Ruled A Capital Loss: August 12, 2022 - Bulletin Print Report; In ILM 202224010, February 24, 2022, the "Agreement" provided for TP's acquisition of T. TP and T later decidedto terminate the Agreement; and TP paid to T...

SPAC Merger Said To Satisfy "COBE" Requirement: August 12, 2022 - Bulletin Print Report; Holisto Ltd., an Israeli corporation,has decided to engage in a business combination with a special purpose acquisition company, (a "SPAC"), by the name of Mori...

IS's Shareholders Are Offered Tax Advice: August 9, 2022 - Bulletin Print Report; Unity Software, Inc., ("U"), and ironSource Ltd., ("IS"), a corporation organized under the laws of Israel,are planning a business combination in conn...

3M Chooses A Split-Off In Connection With Its "RMT" Transaction: August 8, 2022 - Bulletin Print Report; 3M Company, ("3M"), decided to dispose of its Food Safety business via a "Reverse Morris Trust," ("RMT"), transaction. In an RMT transaction, the...

SHLX's "Roll-Up" Will Likely Produce Ordinary Gain: August 3, 2022 - Bulletin Print Report; Over the past few years, we have witnessed numerous "roll-ups" of MLPs. In a roll-up, the general partner/sponsor acquires the publicly held partnership units and, in...

MTZ's Stock Will Be Taxable: August 2, 2022 - Bulletin Print Report; MasTec, Inc., ("MTZ"), and Infrastructure and Energy Alternatives, Inc.,("IEA"), announced that they have entered into a definitive agreement under wh...

WLL/OAS Deal Features Unusual Payout By The "Issuing" Corporation: August 2, 2022 - Bulletin Print Report; Whiting Petroleum Corporation, ("WLL"), and Oasis Petroleum, Inc., each a domestic oil and gas exploration and production company,("OAS"), recently an...

The Willens Deal Survey July 2022: July 21, 2022 - The Deal Survey: July 2022 Print Report; Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.

Contribution To Capital Not Necessarily A Device: July 20, 2022 - Volume 16 Issue 137 Print Report; P has owned all the stock of S for more than five years. Each has been engaged in the active conduct of a trade or business for more than five years. As a result of a...

SAND And NSR Announce Plan Of Arrangement: July 20, 2022 - Bulletin Print Report; Nomad Royalty Co. Ltd., ("NSR"), and Sandstorm Gold Ltd., ("SAND"), each a corporation organized under the laws of Canada, have entered into an "Arrang...

CVRs Can Resolve Valuation Disputes: July 19, 2022 - Bulletin Print Report; In acquisitions in the biotechnology field, it is sometimes difficult to place a value on a target's nascent technology. Manythings have to fall in place, both from a...

Successor Pension Plan Not Deemed To Be In "Critical Status": July 15, 2022 - Bulletin Print Report; Plan A, a multi-employerdefined benefit pension plan, is an eligible multi-employer plan under section 432(k)(3) of the Code. Plan A applies to the PBGCfor special...

"Excess" Tax Sharing Agreement Remittance Is A Dividend: July 15, 2022 - Volume 16 Issue 134 Print Report; Petitioner, (P), was formed by a merger on October 31, 1945 of two other corporations, BLS and BNIC. BLS had three wholly-owned subsidiaries with which it filed conso...

U And IS Announce An "All-Stock" Combination: July 14, 2022 - Bulletin Print Report; Unity Software, Inc., ("U"), and ironSource Ltd., ("IS"), a corporation organized and existing under the laws of Israel,announced that they have enter...

Business Purpose Needed For Gaining Spin-Off Control?: July 14, 2022 - Volume 16 Issue 133 Print Report; X owned 40 percent of the stock of Z. Y owned 60 percent of the stock of Z. All of the stock of each of X and Y was owned by Mr. A. Each corporation had been engaged...

Accounting For HTA's Special Distribution: July 8, 2022 - Bulletin Print Report; Healthcare Trust of America, Inc., ("HTA"), announced that its Board of Directors has established the last business day prior to the closing date of the merger with H...

GSK plc Announces A "De-merger": July 5, 2022 - Bulletin Print Report; GSKplc, ("GSK"), and Pfizer, Inc., ("PFE"), operate a joint venture, "Consumer Healthcare Holdings," ("CH JVCo"), in which GSK&nbs...

SAVE/ULCC Merger Bumping Up Against The "Control Requirement": June 28, 2022 - Bulletin Print Report; Frontier Group Holdings, Inc., ("ULCC"), and Spirit Airlines, Inc., ("SAVE"), are attempting to push their merger to the finish line, in the face of strong...

OAS's Special Dividend Promises To Be "Extraordinary": June 24, 2022 - Bulletin Print Report; Oasis Petroleum, Inc., ("OAS"), announced that its Board of Directors has...declared a "special dividend" of $15.00 per share. The dividend is being declare...

The Willens Deal Survey June 2022: June 23, 2022 - The Deal Survey: June 2022 Print Report; Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.

Will The Acquisition Of LWRK Qualify As A Reorganization?: June 23, 2022 - Bulletin Print Report; TELUSCorporation, ("TU"), announced that it has entered into a definitive agreement with LifeWorks, Inc., ("LWRK"), pursuant to which TUwill acq...

AT&T's Spin-Off Ruling Does Not Dwell On The "Active Business" Issue: June 22, 2022 - Bulletin Print Report; LTR202224002, December 28, 2021, appears to be the ruling that was issued to AT&T, ("T"), in connection with its highly publicized"Reverse Morris...

Timely Merger Brings Sec. 332 Into Play: June 21, 2022 - Volume 16 Issue 117 Print Report; P is a domestic corporation. P has issued and outstanding a single class of common stock of which 42.77 percent is held by A, 42.77 percent is held by B, and 14.46 pe...

Federal Conformity Cannot Be Inferred: June 16, 2022 - Bulletin Print Report; States and localities are by no means obligated to acknowledge, embrace or otherwise adhere to the federal income tax treatment of a transaction. Accordingly, a transaction tha...

STZ's Controlling Shareholders Propose A Recapitalization: June 15, 2022 - Bulletin Print Report; Constellation Brands, Inc., ("STZ"), has long had a high vote/low vote common stock structure. The Sands family, (the "Family"), collectively holds over 98...

PLD And DRE Enter Into A Merger Agreement: June 14, 2022 - Bulletin Print Report; Prologis, Inc., ("PLD"), and Duke Realty Corporation, ("DRE"), each a real estate investment trust, ("REIT"), announced that they have entered int...

Merger Transferee Succeeded To Transferor's Unused Tax Credits: June 13, 2022 - Bulletin Print Report; C is a bank holding company with many subsidiaries, of which three are relevant here. Before 2005, KWA earned tax credits. Those credits were governed by the SBTA, which allowe...

Sec. 318 Applies Only Where Expressly Made Applicable: June 9, 2022 - Volume 16 Issue 110 Print Report; M owned 45 percent of the stock of X. A, an individual, owned 10 percent of the stock of X and 100 percent of the stock of M. The assets of X consist solely of 100 pe...

SRLP Is Going Private: June 9, 2022 - Bulletin Print Report; Sprague Resources, L.P., ("SRLP"), announced that it has entered into a definitive agreement and plan of merger, (the "Agreement"), pursuant to which an aff...

Will GFI's Acquisition Of AUY Constitute A Reorganization?: June 2, 2022 - Bulletin Print Report; Gold Fields Limited, ("GFI"), and Yamana Gold, Inc., ("AUY"), announced that they have entered into a definitive agreement, (the "Arrangement Agreement...

PCH Agrees To Foot OP Unitholders' Tax Bills: June 1, 2022 - Bulletin Print Report; PotlachDeltic Corporation, ("PCH"), and CatchMark Timber Trust, ("CTT"), each a real investment trust, ("REIT"), announced that they have entered...

AVGO's Acquisition Of VMW Is Intended To Qualify As A Reorganization: May 27, 2022 - Bulletin Print Report; Broadcom, Inc., ("AVGO"), and VMware, Inc., ("VMW"), announced an agreement under which AVGO will acquire "all of the outstanding shares of VMWin...

Massachusetts Cannot Tax Foreign Corporation's Capital Gain: May 26, 2022 - Bulletin Print Report; V was formed in 1999 as an 'S' corporation with its commercial domicile and headquarters in Illinois. V operated call centers in Canada. T was a Massachusetts limited l...

The Willens Deal Survey May 2022: May 25, 2022 - The Deal Survey: May 2022 Print Report; Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.

FANG's "Roll-Up" Will Be A Tax-Free Reorganization: May 18, 2022 - Bulletin Print Report; There have been numerous MLP "roll-ups" over the past severalyears. These transactions ordinarily involve the acquisition by the "sponsor" of the publ...

Expenses Of Appraisal Proceedings Not "Organizational Expenditures": May 17, 2022 - Volume 16 Issue 94 Print Report; Petitioner is the successor by merger to PII. PII was organized on December 3, 1962 in the course of implementing an agreement to consolidate five existingcorpo...

Not All Capitalized Costs Are Recoverable: May 13, 2022 - Volume 16 Issue 92 Print Report; TP is aBusiness E holding company. TP's subsidiaries provide various Business F services. Prior to Date X, T1 was a Business E holding company operating und...

PFE To Acquire The Balance Of BHVN: May 12, 2022 - Bulletin Print Report; Pfizer, Inc., ("PFE"), and its affiliate, BiohavenPharmaceutical Holding Co., Ltd., ("BHVN"),a company organized under the laws of the British V...

ICE Pursues A Fully Taxable Transaction: May 9, 2022 - Bulletin Print Report; Intercontinental Exchange, Inc., ("ICE"), announced that it has entered into a definitive agreement to acquire Black Knight, Inc., ("BKI"). The "cash a...

Settlement Costs Did Not Facilitate Capital Transaction: April 29, 2022 - Volume 16 Issue 82 Print Report; On Date 1, TP and T, publicly traded corporations, entered into a merger agreement under which TP agreed to acquire T in a stock for stock transaction. The merger closed on Dat...

PSA To Distribute PSB Gain: April 27, 2022 - Bulletin Print Report; Recently, PS Business Parks, Inc., ("PSB") agreed to be acquired by Blackstone Real Estate ("BREIT"), in a transaction structured as a "reverse cash me...

TWTR's NOLs (And Interest Expense) Will Take A Licking: April 27, 2022 - Bulletin Print Report; Twitter, Inc., ("TWTR"), as everyone now knows, is being acquired by Mr. Elon Musk, ("EM"). EM will be acquiring TWTR through what Ginsburg and Levin refer...

Merger Consideration Constructively Received In Year Of Merger: April 27, 2022 - Volume 16 Issue 80 Print Report; NS owned 21,534 shares of common stock in HCA. Rather than turn the certificates over to a broker or to a bank, NS maintained possession of the certificates. In Novem...

BX Forgoes Basis Step-Up: April 26, 2022 - Bulletin Print Report; Just last week, the consistently acquisitiveBlackstone Real Estate, ("BREIT"), entered into a plan to acquire ACC. The transaction was structured in the manner...

The Willens Deal Survey April 2022: April 22, 2022 - The Deal Survey: April 2022 Print Report; Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.

ACC Will Be The Subject Of A Forward Cash Merger: April 20, 2022 - Bulletin Print Report; American Campus Communities, Inc., ("ACC"), a real estate investment trust, ("REIT"), has entered into a definitive agreement in connection withwhich...

FRO And EURN Announce A Business Combination: April 13, 2022 - Bulletin Print Report; Frontline Ltd., ("FRO"), and Euronav NV, ("EURN"), have signed a term sheet that has been approved by the boards of directors of each such corporation...

Connecticut Follows "Libson Shops": April 13, 2022 - Bulletin Print Report; A Connecticut combined unitary group consists of four members: A, B, C, and D, (the "Combined Group"). The Combined Group has filed a Connecticut unitary corporation...

Post Holdings' Spin-Off Of BellRing Checks All The Boxes: April 7, 2022 - Bulletin Print Report; Post Holdings, Inc., (POST), one of the nation's leading consumer packaged goods purveyors, has alsogained a well-deserved reputation on Wall Street as an astute fina...

"Bad" '(2)(E)' Can Be a "Good" '(B)': March 30, 2022 - Volume 16 Issue 61 Print Report; P owns 100 percent of the stock of S. S has owned 98 percent of the stock of R for "a number of years" (i.e., the stock is "old and cold"). The re...

Preferred Stock Redemption Premium Is Not "Unreasonable": March 25, 2022 - Bulletin Print Report; P is the common parent of an affiliated group of corporations, (the "P Group"), that joins in the filing of a consolidated U.S. federal income tax return. P has agree...

First Of Many?--LGND To Effect "RMT" Transaction With SPAC: March 24, 2022 - Bulletin Print Report; A fertile source forSPAC acquisitions would appear to be "unwanted" divisions of public corporations. Instead of shedding these divisions via a conventional sal...

The Willens Deal Survey March 2022: March 23, 2022 - The Deal Survey: March 2022 Print Report; Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.

SAVE/ULCC--No Real Reorganization Risk Exists: March 18, 2022 - Bulletin Print Report; While certain politicians are making noises about the supposed anti-competitive aspects of the proposed merger of Spirit Airlines, Inc., ("SAVE") and Frontier Group H...

Merger Triggers San Francisco's Real Property Transfer Tax: March 17, 2022 - Bulletin Print Report; Under the version of the Ordinance in effect on March 11, 2014--the date of the merger--SFBTRC1101 and 1102 imposed a tax on the transfer of "any lands, tenements, o...

AT&T/Discovery - “RMT” Transaction About To Be Consummated: March 16, 2022 - Bulletin Print Report; In May 2021, AT&T, Inc., (“T&rdquo...

"Substantially All" of the Assets: March 9, 2022 - Volume 16 Issue 46 Print Report; X Corporation, (X), and Y Corporation, (Y), were unrelated corporations that for many years were engaged in the hardware business. In fact, X operated two significant...

Check-The-Box Election Does Not Taint Spin-Off: March 9, 2022 - Bulletin Print Report; Foreign Parent, ("FP"), owned all the stock of P, a domestic corporation. P owned D2 and LLC, a disregarded entity. D2 owned Sub and D1. Sub owned C. On Date 1, Sub m...

TD's Liquidation Of FHN Will Not Produce A Basis Step-Up: March 7, 2022 - Bulletin Print Report; TD Bank Group, ("TD"), and First Horizon Corporation, ("FHN"), announced that they have signed a definitive agreement "for TD to acquire FHN in an all-...

CDR Will Return Capital To Its Shareholders: March 4, 2022 - Bulletin Print Report; Cedar Realty Trust, ("CDR"), announced that, following its previously announced dual-track review of strategic alternatives, "it has entered into definitive agre...

HTA's Special Distribution Is Not "Merger Consideration": March 1, 2022 - Bulletin Print Report; Healthcare Realty Trust, Inc, ("HR"), and Healthcare Trust of America, Inc., ("HTA"), each a real estate investment trust, ("REIT"),announce...

Sale Does Not Permit Deduction Of Deferred Compensation: February 25, 2022 - Bulletin Print Report; On March 30, 2000, Hoops, ("H"), was established as a Delaware limited partnership by and between HM and HH for the purpose of acquiring, owning, operating, and condu...

The Willens Deal Survey February 2022: February 23, 2022 - The Deal Survey: February 2022 Print Report; Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.

I.R.S. Extends The Due Date For A "Regulatory Election": February 22, 2022 - Bulletin Print Report; TP provides payment processing services to merchants. TP was interested in acquiring T. On Date 1, each share of T common stock was converted into the right to receive "x&...

BREIT Will Acquire APTS In A "Forward Cash Merger": February 18, 2022 - Bulletin Print Report; Preferred Apartment Communities, ("APTS"), a real estate investment trust, announced that it has entered into a definitive agreement with Blackstone Real Estate Incom...

SAVE's Merger Needs To Satisfy The "Control Requirement": February 8, 2022 - Bulletin Print Report; Spirit Airlines, Inc., ("SAVE"), and Frontier Group Holdings, Inc., ("ULCC"), announced a definitive merger agreement "under which the companies will c...

Merger Involving Only Foreign Corporations Is An 'A' Reorganization: February 8, 2022 - Bulletin Print Report; SPAC transactions are undertaken for the purpose of enabling a heretofore private entity to "go public." The transaction involving Maria DB Corporation Ab, ("M&q...

VF Corporation Hit With A $500 Million Tax Deficiency: February 7, 2022 - Bulletin Print Report; VF Corporation, ("VF"), and Timberland Co., ("T"),were combined on September 13, 2011. In the merger, a "reverse triangular cash merger," th...

Damages Not Deductible In Massachusetts: February 3, 2022 - Volume 16 Issue 23 Print Report; In December 2000, M was invited to become a member of Thomas Wessel Partners Group LLC (TWPG LLC) by making a capital contribution and receiving in exchange a 0.5 per...

FUN Receives A Takeover Offer: February 2, 2022 - Bulletin Print Report; Cedar Fair, L.P., ("FUN"), is a publicly traded partnership. In fact, it is a member of a very exclusive club--it is an "Electing 1987 Partnership." (The on...

The Willens Deal Survey January 2022: January 24, 2022 - The Deal Survey: January 2022 Print Report; Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.

Dell's Private Letter Ruling Reveals How VMware Was Jettisoned: January 19, 2022 - Bulletin Print Report; On September 7, 2016, the predecessor of Dell Technologies, Inc., ("DTI"), completed the acquisition of the stock of EMC Corporation, ("EMC"). One of EMC...

TTWO And ZNGA Are Planning A Reorganization: January 11, 2022 - Bulletin Print Report; Take-Two Interactive Software, Inc., ("TTWO"), and Zynga, Inc., ("ZNGA"), announced that they have entered into a definitive agreement pursuant to which &qu...

Near Certain Merger Must Inform Valuation Of Stock: January 6, 2022 - Bulletin Print Report; D is the founder of Company. At the end of Year 1, D contacted two Investment Advisors to explore the possibility of finding an outside buyer. In Year 2, approximately six mont...

WMB Is Awarded A "Break-Up" Fee: January 4, 2022 - Bulletin Print Report; Williams Companies, Inc., ("WMB"), will receive, after years of litigation, a "termination fee" from Energy Transfer, L.P., ("ET"),in the am...

Lundin Energy And AkerBP Are Planning An "RMT" Transaction: December 30, 2021 - Bulletin Print Report; The Board of Directors of each of Lundin Energy AB, ("Lundin"), and AkerBP, ("Aker"),have reached an agreement on a business combination which will cr...

T's Spin-Off "Blessed" By The I.R.S.: December 29, 2021 - Bulletin Print Report; Last May, AT&T, Inc., ("T"), entered into an agreement with Discovery, Inc., ("DISCA"), to pursue a so-called "Reverse Morris Trust," ("R...

QDEL And OCDX Planning A "Global" Section 351 Transaction: December 29, 2021 - Bulletin Print Report; Quidel Corporation, ("QDEL"), and Ortho Clinical Diagnostics plc, ("OCDX"), announced that they have entered into a definitive agreement in which QDEL...

Loss Corporation Avoids The Full Rigors Of The "Segregation Rules": December 28, 2021 - Bulletin Print Report; Where a "loss corporation" (i.e., a corporation which is entitled to use a net operating carryover...for the taxable year that includes a testing date...or has a net...

BP Proposes To "Roll Up" BPMP: December 27, 2021 - Bulletin Print Report; One of the more popular transactions of the last few years has been the so-called "partnership roll up," a transaction in which the corporate sponsor of a Master Limi...

BRG's "Spin-Off" Will Be Treated As A Liquidating Distribution: December 22, 2021 - Bulletin Print Report; Bluerock Residential Growth REIT, Inc., ("BRG"), announced it has entered into a definitive agreement with affiliates of Blackstone Real Estate Partners IX L.P., (&qu...

"Granite Trust" Technique Under Siege: December 21, 2021 - Bulletin Print Report; In order to encourage public utility holding companies to simplify their corporate structures, Congress enacted section 112(b)(6), in the Revenue Act of 1935,the predeces...

Open Market Repurchases Do Not Impact "Continuity of Interest": December 21, 2021 - Volume 15 Issue 243 Print Report; T merges with and into P, a corporationthe stock of whichis widely held, and is publicly and actively traded. In the merger, the T shareholders receive, i...

HOG Chooses A Tax-Free Transaction With IMPX: December 21, 2021 - Bulletin Print Report; Harley-Davidson, Inc., ("HOG"), and AEA-BridgesImpact Corporation, ("IMPX"), a special purpose acquisition company organized under the laws of the Cay...

The Willens Deal Survey December 2021: December 20, 2021 - The Deal Survey: December 2021 Print Report; Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.

ENTG's Stock Will Be Taxable: December 20, 2021 - Bulletin Print Report; Entegris, Inc., ("ENTG"), and CMC Materials, Inc., ("CCMP"), announced that the companies have entered into a definitive agreement pursuant to which "E...

MMM To Engage In A "Leveraged" RMT Transaction: December 20, 2021 - Bulletin Print Report; Neogen Corporation, ("Parent"), and 3M, (the "Company" or "3M"), announced that they have entered into a definitive agreement pursuant to which 3M...

Terminix Global Holdings, Inc. And Rentokil Initial PLC Will Join Forces: December 17, 2021 - Bulletin Print Report; Rentokil Initial plc, ("RIP"), a U.K. corporation, and Terminix Global Holdings, Inc., ("TGHI"), announced that they have entered into a definitive agreemen...

Navigating Sec. 249's Safe Harbor Is Treacherous: December 13, 2021 - Volume 15 Issue 237 Print Report; T issued, at face value, $X million of a% convertible debentures. The debentures had a term of 15 years. Each $Y of debt principal was convertible into one share of T...

Popular Acquisition Format Must Navigate Common Control Rules: November 30, 2021 - Bulletin Print Report; A widely-used acquisition format which, on the surface, has a rather quotidiantax profile, has been roiled by the possibility that it could also be described in section 3...

Non-REIT To Engage In A "Forward Cash Merger": November 30, 2021 - Bulletin Print Report; Goodrich Petroleum Corporation, ("GDP"), announced that it has entered into a definitive merger agreement pursuant to which a subsidiary of PalomaPartners VI, L...

Overlapping Ownership Rule Comes To RXN's Rescue: November 23, 2021 - Bulletin Print Report; Ever since section 355(e) of the Code was enacted in 1997, "Morris Trust" and "reverse Morris Trust" transactions, the latter being much more prevalent than...

Can A "Defective" Reverse Morris Trust Transaction Be Salvaged?: November 23, 2021 - Bulletin Print Report; A conventional "Reverse Morris Trust" ("RMT") transaction, if it is to accomplish its tax objectives, should embodya series of steps that areund...

The Willens Deal Survey November 2021: November 23, 2021 - The Deal Survey: November 2021 Print Report; Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.

SEC Continues To Question SPAC Accounting Policies: November 22, 2021 - Bulletin Print Report; D and Z Media Acquisition Corporation, (the "Company"), in a recently filed Form 8-K, stated the following: "...the management of the Company has re-evaluated th...

The WarnerMedia Separation Will Probably Be A "Split-Off": November 19, 2021 - Bulletin Print Report; Preliminary proxy materials were recently issued by Discovery, Inc., (to be re-named Warner Bros. Discovery, Inc., ("WBD")), and they shed some additional light on ex...

AMT Will Enjoy A Basis Step-Up: November 19, 2021 - Bulletin Print Report; American Tower Corporation, ("AMT"), and CoreSight Realty Corporation, ("COR"), each a real estate investment trust, ("REIT"), announced that they...

Daimler AG To Engage In A "De-Merger" Transaction (But Not A Spin-Off): November 16, 2021 - Bulletin Print Report; Daimler AG, having secured all of the required consents and approvals,is very close to separating its trucking operations from its passenger car operations by means of a...

NE Will Reincorporate (And Acquire Maersk): November 15, 2021 - Bulletin Print Report; Noble Corporation, ("NE"), a Cayman Islands corporation, and the prodigiously named "The Drilling Company of 1972," ("Maersk Drilling"), also a fo...

"Failed" Liquidation Constitutes A Reorganization: November 12, 2021 - Volume 15 Issue 217 Print Report; P corporation owns more than 80 percent of the stock of S corporation. The balance of the outstanding stock of S corporation was publicly held. For valid business reasons, &quo...

CPL Will Be A Party To A "Forward Cash Merger": November 11, 2021 - Bulletin Print Report; Core Point Lodging, Inc., ("CPLG"), is a real estate investment trust, (REIT). It has recently announced that it has entered a definitive agreement to be acquired by...

PSX Will "Roll Up" PSXP: November 3, 2021 - Bulletin Print Report; Phillips 66, ("PSX"), and Phillips 66 Partners, ("PSXP"), announced that they have entered into a definitive agreement "for PSX to acquire all of the p...

RJF Will Acquire TSC: November 2, 2021 - Bulletin Print Report; Raymond James Financial, Inc., ("RJF"), and Tri State Capital Holdings, Inc., ("TSC"), have entered into a definitive agreement under which RJF will acquire...

Rare Partnership Merger Sighting: October 27, 2021 - Bulletin Print Report; Oasis Petroleum, Inc., ("OAS"), announced that Oasis Midstream Partners, ("OMP"), in which OAS holdsan approximate 67 percent interest, has entered in...

The Willens Deal Survey October 2021: October 26, 2021 - The Deal Survey: October 2021 Print Report; Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.

CADE's Special Dividend Will Not Be "Other Property Or Money": October 22, 2021 - Bulletin Print Report; Cadence Bancorporation, ("CADE"), and its wholly-owned subsidiary, Cadence Bank, N.A., areabout to be merged with and into BancorpSouth Bank, ("BXS"),...

Bank Deal Is A "Reverse Acquisition": October 18, 2021 - Bulletin Print Report; One of the larger banking deals of 2021 was recently announced by the participants, Columbia Banking System, Inc., ("CBSI"), and UmpquaHoldings Corporation, (&q...

"In-House Merger" Not An Involuntary Conversion: October 18, 2021 - Volume 15 Issue 198 Print Report; TP owned shares of common stock of X corporation (X). X has been taken over by Y corporation (Y) through a merger between Z corporation (Z), an indirect wholly-owned...

PCRX/FLXN Deal Features Liberal Use Of CVRs: October 15, 2021 - Bulletin Print Report; Pacira BioSciences, Inc., ("PCRX"), and Flexion Therapeutics, Inc., ("FLXN"), recently announced a definitive agreement pursuant to which PCRX will acquire...

A "Defective" Sec. 351 Is A Taxable Sale--But To Whom?: October 14, 2021 - Volume 15 Issue 196 Print Report; X is a corporation formed under the laws of State L that produces "H." Y is a corporation formed under the laws of State M that also produces "H."...

EMR And AZPN Will Engage In A "Global" Section 351 Transaction: October 14, 2021 - Bulletin Print Report; Emerson, ("EMR"), and AspenTech, ("AZPN"), announced that thecompanies have entered into a definitive agreement to contribute EMR's industrial sof...

Exchanging Vested For Nonvested Shares: October 12, 2021 - Volume 15 Issue 194 Print Report; Investors formed X in 2004 by contributing $1,000 each in exchange for 100 shares of stock. In exchange for A's agreement to perform services for X, X issues 100...

"Use-Of-Money" Principle Defeats Assessment Of Underpayment Interest: October 8, 2021 - Bulletin Print Report; In 1997, G held 120,000 shares of stock in S. On August 22, 1997, S engaged in a cash-out merger, which resulted in G's S shares being converted into the right to receive $...

IAC Will Acquire Meredith's "Spinco": October 7, 2021 - Bulletin Print Report; IAC and Meredith Corporation, ("MDP"), announced their entry into an agreement pursuant to which IAC's digital publishing unit "will acquire the entity, (&qu...

VNE Accepts A "Superior Offer": October 7, 2021 - Bulletin Print Report; Qualcomm, Inc., ("QCOM"), and SSW Partners, ("SSW"), announced they have reached a definitive agreement to acquire Veoneer, Inc., ("VNE"), "f...

Canadian Miners Announce Merger Of Equals: September 30, 2021 - Bulletin Print Report; Agnico Eagle Mines, Ltd., ("AEM"), and rival Kirkland Lake Gold, Ltd., ("KL"), each a Canadian corporation, announced that they have entered into a definiti...

U.S. Bancorp Will Acquire MUFG Union Bank N.A.: September 29, 2021 - Bulletin Print Report; U.S. Bancorp, ("Purchaser"), announced that it has entered into a definitive agreement to acquire MUFG Union Bank N.A., ("Bank") from Mitsubishi UFJ Financi...

MIC Begins Its Liquidation: September 27, 2021 - Bulletin Print Report; Macquarie Infrastructure Corporation, (the "Corporation"),has commenced the process that will culminate, sometime in 2022,in its liquidation, with all of...

Merger Of "Transitory" Subsidiary Into T Is A Redemption: September 24, 2021 - Volume 15 Issue 182 Print Report; X is a State X corporation. X has outstanding shares of common stock which are held by 320 shareholders. No shareholder owns 50 percent or more of X's stock. H is...

The Willens Deal Survey September 2021: September 20, 2021 - The Deal Survey: September 2021 Print Report; Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.

CP Wins The Battle For KCS: September 20, 2021 - Bulletin Print Report; Canadian Pacific Railway Limited, ("CP"), and Kansas City Southern, ("KCS"), announced that they have entered into a "merger agreement," pursuant...

Goldman Sachs Group To Acquire GreenSky, Inc.: September 17, 2021 - Bulletin Print Report; The Goldman Sachs Group, Inc., (GSG), and GreenSky, Inc., ("GSI"), announced that they have entered into a definitive agreement pursuant to which GSGwill acquir...

EQC And Starwood Vying For MNR's Affections: August 24, 2021 - Bulletin Print Report; Monmouth Real Estate Investment Corporation, ("MNR"), had reached an agreement to be acquired by Equity Commonwealth, ("EQC"), but Starwood Real Estate Inco...

The Willens Deal Survey August 2021: August 20, 2021 - The Deal Survey: August 2021 Print Report; Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.

Is BHP Group Turning A Spin-Off Into A Dividend?: August 18, 2021 - Bulletin Print Report; Woodside Petroleum Ltd., ("W") and BHP Group, ("BG"), have entered into a "merger commitment deed" to combine their respective oil and gas portfol...

The Step Transaction Doctrine's Kryptonite: August 18, 2021 - Bulletin Print Report; Recently, Performance Food Group, Inc., ("PFG"), and Core-Mark Holding Co., ("CM"), entered into a plan and agreement pursuant to which PFG will acquire CM...

Contingencies Prevent Agreement From Being An "Option": August 18, 2021 - Volume 15 Issue 158 Print Report; On Date 1, a Stock Option Agreement (Option Agreement) was entered into between PU and representatives of the shareholder that controlled the majority of TP's sto...

"Tax Distributions" Were Not Fraudulent Conveyances: August 16, 2021 - Bulletin Print Report; On May 4, 2006, P, F, and M formed FS as a Delaware limited liability company, (an "LLC"). On June 30, 2008, FS converted to a C corporation, under the name FSII. On...

Back-To-Back Mergers Intended To Qualify As Reorganizations: August 16, 2021 - Bulletin Print Report; Almost every deal involving a combination of cash and stock consideration nowadays is structured as a so-called "back-to-back" series of mergers. In these transaction...

CP Will Not Be Deterred: August 12, 2021 - Bulletin Print Report; The battle for Kansas City Southern, (KCS), is by no means over. The jilted suitor, Canadian Pacific Railway, Ltd., (CP), has increased its offer and is convinced that its prop...

DKNG's Ever-Expanding Empire: August 12, 2021 - Bulletin Print Report; DraftKings, Inc., ("DKNG"), continues to grow by leaps and bounds. It is certainlynot averse to using its stock to make acquisitions, and its latest acquisition...

PENN Will Offer Canadian Residents Tax-Free "Rollover" Treatment: August 9, 2021 - Bulletin Print Report; Penn National Gaming, Inc., ("PENN"), and Score Media & Gaming, Inc., ("SCR"), recently announced that they have entered into a definitive agreement &qu...

BVS And MSON Are Planning A "Cash Option" Merger: August 2, 2021 - Bulletin Print Report; Bioventus, Inc., ("BVS"), and Misonix, Inc., ("MSON"), announced that they have entered into a definitive agreement in connection with which BVS will acquir...

"Domesticating" Gives Rise To Shareholder Level Tax Consequences: July 30, 2021 - Bulletin Print Report; We have seen any number of foreign corporations "domesticate" by means of a merger of the foreign corporation with and into a newly created (almost always) Delaware c...

Capstead Mortgage's Merger Intended To Be A Taxable Transaction: July 28, 2021 - Bulletin Print Report; Benefit Street Partners Realty Trust, Inc., ("Parent"), and Capstead Mortgage Corporation, (the "Company"), announced they have entered into a definitive me...

Will There Be Withholding Tax Imposed On QTS's Liquidating Distribution?: July 23, 2021 - Bulletin Print Report; QTS Realty Trust, ("QTS"), is being acquired by an affiliate of Blackstone in a mannerthat, at least in the REIT world, is quite commonly employed. In short, QT...

The Willens Deal Survey July 2021: July 22, 2021 - The Deal Survey: July 2021 Print Report; Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.

Redemption Is An Isolated Transaction: July 21, 2021 - Volume 15 Issue 138 Print Report; Company, (C), is a domestic corporation. C has outstanding 9,981,537 voting common shares, 148,414 Series A shares, 257,269 Series B shares, 472,048 Series C shares,...

MIC's Proxy Materials Outline "Reorganization's" Tax Consequences: July 20, 2021 - Bulletin Print Report; Macquarie Infrastructure Corporation, ("MIC"), recently issueda preliminary proxy statement in which it discusses, in some substantial detail, the steps of the...

XOG Shareholders Are In Line For "Tax-Free" Dividends: July 16, 2021 - Bulletin Print Report; Bonanza Creek Energy, Inc., ("BCEI"), and Extraction Oil & Gas, Inc., ("XON"), are in the process of meeting the prerequisites that will enable the comp...

Liberty Mutual Holding Company Will Annex The "State Auto Group": July 15, 2021 - Bulletin Print Report; Liberty Mutual Holding Company, Inc., ("LMHC"), State Automobile Mutual Insurance Company, ("SAM"), and SAM's 59-percent owned subsidiary, State Auto Fi...

Tax Avoidance Not Primary Purpose For 'C' Reorganization: July 13, 2021 - Volume 15 Issue 132 Print Report; F is engaged in acquiring large tracts of unimproved real estate and developing those tracts into recreational and retirement communities. GF was organized to insure...

International Seaways' Special Dividend Will Not Be Extraordinary: July 2, 2021 - Bulletin Print Report; As contemplated by the merger agreement, the board of directors of International Seaways, Inc., ("ISI"), has declared a "contingent special dividend" amount...

VTR Has The Right To Preserve SNR's REIT Status: July 1, 2021 - Bulletin Print Report; Ventas, Inc., ("VTR"), and New Senior Investment Group, Inc., ("SNR"), each a real estate investment trust, ("REIT"), announced that they have ent...

What If A "Two-Step" Merger Fails To Qualify As A Reorganization?: July 1, 2021 - Bulletin Print Report; Performance Food Group Co., ("PFG"), and Core-Mark Holding Co., ("CM"), have entered into a plan and agreement pursuant to which PFG will acquire CM in a &q...

Damages For Failure To Complete A Merger: June 24, 2021 - Volume 15 Issue 120 Print Report; On Date 1, TP entered into an Agreement and Plan of Merger with B (Agreement 1) to acquire the stock of B. Under the terms of Agreement 1, B was permitted to consider...

The Willens Deal Survey June 2021: June 22, 2021 - The Deal Survey: June 2021 Print Report; Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.

MIC Announces Final Step Of Its "Strategic Alternative Process": June 15, 2021 - Bulletin Print Report; More quickly than we thought possible, Macquarie Infrastructure Corporation, ("MIC"), has announced the culmination of its "strategic alternative process" b...

XERS's Acquisition Of SBBP Will Feature The Use Of "CVRs": June 14, 2021 - Bulletin Print Report; Xeris Pharmaceuticals, Inc., ("XERS") and StrongbridgeBiopharmaplc, ("SBBP"), an Irish public limited company, announced that they have entered...

Southwest Airlines Did Not Operate Enough "Departing Flights": June 10, 2021 - Bulletin Print Report; In May 2011, SW completed an acquisition of AT. Despite the merger, the two airlines continued to file separate air carrier reports with the Department of Revenue, ("DOR&q...

QTS's Acquisition Will Be Structured As A "Forward Cash Merger": June 8, 2021 - Bulletin Print Report; QTS Realty Trust, ("QTS"), and Blackstone, ("BX"), announced that they have entered into a definitive agreement "under which Blackstone Infrastructure...

MIC's Tax Vision On The Brink Of Realization: June 7, 2021 - Bulletin Print Report; In February, we wrote about Macquarie Infrastructure Corporation, ("MIC"), and its ambitious plan to divest itself of its Atlantic Aviation, ("AA"), busines...

Merger Between Date of Death and Alternate Valuation Date: June 2, 2021 - Volume 15 Issue 104 Print Report; At the time of his death on August 13, 1967, the decedent owned 41,738 shares of C. On January 11, 1968, C was merged with and into Gulf & Western, (GW). As a result of the...

SPAC To Serve As The Acquired Corporation In Cross-Border Deal: May 28, 2021 - Bulletin Print Report; In all of the SPAC deals we have encountered, the SPAC serves as the "issuing" corporation in the transaction. The SPAC issues its stock (and any other merger conside...

No Redemption Or "Other Corporate Contraction" Found: May 26, 2021 - Volume 15 Issue 100 Print Report; C is the common parent of an affiliated group that files a consolidated federal income tax return. C owns all of the stock of H. T was the common parent of an affilia...

Merger "Direction" Matters: May 26, 2021 - Bulletin Print Report; On May 21, 2021, Canadian National Railway, ("CN"), and Kansas City Southern, ("KCS"), announced that they have entered into a definitive merger agreement....

Grant Of Voting Rights To Preferred Holders Facilitates Reorganization: May 26, 2021 - Bulletin Print Report; Cabot Oil & Gas Corporation, ("COG"), and Cimarex Energy Company, ("XOC"), announced that they have entered into a definitive agreement whereby the comp...

The Willens Deal Survey May 2021: May 25, 2021 - The Deal Survey: May 2021 Print Report; Welcome to our summary of deals for May 2021. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.

T/DISCA--"Delayed RMT" Will Not Be Necessary: May 24, 2021 - Bulletin Print Report; The Agreement and Plan of Merger, (the "Agreement"), dated May 17, 2021, regarding the Reverse Morris Trust transaction to be undertaken by T and DISCA, reiterates, i...

PFGC And CORE Will Engage In A "Reorganization": May 20, 2021 - Bulletin Print Report; Performance Food Group Co., ("PFGC"), and Core-Mark Holding Co., Inc., ("CORE"), announced that they have entered into a definitive agreement pursuant to wh...

Additional Thoughts Regarding T's Historic "RMT" Transaction: May 20, 2021 - Bulletin Print Report; Apparently, certain analysts were disappointed to learn that AT&T, Inc., ("T"), is divesting its WarnerMedia business through the means of a Reverse Morris...

Theft By False Pretenses: May 20, 2021 - Volume 15 Issue 96 Print Report; A and B, while shareholders of U and V, entered into an agreement and plan of reorganization with W, a publicly traded corporation whose stock was listed on the Ameri...

T And DISCA To Embark On A Massive "RMT" Transaction: May 17, 2021 - Bulletin Print Report; AT&T, Inc., ("T"), and Discovery, Inc., ("DISCA"), announced a definitive agreement "to combine WarnerMedia's entertainment, sports, and news a...

Merger Consideration Measured By Foregone Dividends: May 11, 2021 - Bulletin Print Report; Bonanza Creek Energy, Inc., ("BCEI"), and Extraction Oil & Gas, Inc., ("XOG"), announced that they have entered into a definitive agreement to combine i...

Reducing Redemption Indebtedness: May 10, 2021 - Volume 15 Issue 88 Print Report; Y, a newly formed corporation, purchased all of the stock of X from A for cash and debt, including a subordinated debenture. Shortly after the acquisition of X stock,...

MDP Unveils A "Morris Trust" Transaction: May 4, 2021 - Bulletin Print Report; Meredith Corporation, ("MDP"), is engaged in the active conduct of two separate and distinct trades or businesses:a "Local Media" business and a "...

Realty Income Corporation Will Acquire VEREIT, Inc.: May 3, 2021 - Bulletin Print Report; Realty Income Corporation, ("R"), and VEREIT, Inc. (V), each a real estate investment trust, ("REIT"), announced that the two companies have entered into a...

Will FSM's Acquisition Of Roxgold Be A Reorganization?: April 29, 2021 - Bulletin Print Report; Fortuna Silver Mines, Inc., ("FSM"), and Roxgold, Inc., ("R"), each a Canadian corporation, announced that they have entered into a definitive agreement &qu...

The Willens Deal Survey April 2021: April 23, 2021 - The Deal Survey: April 2021 Print Report; Welcome to our summary of deals for April 2021. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.

MLHR To Annex KNL In A Taxable Transaction: April 23, 2021 - Bulletin Print Report; Herman Miller, Inc., ("MLHR"), and Knoll, Inc., ("KNL"), announced that they have entered into a definitive agreement pursuant to which MLHR will acquire KN...

MIDD Agrees To Acquire WBT: April 23, 2021 - Bulletin Print Report; The Middleby Corporation, ("MIDD"), and Welbilt, Inc., (WBT), announced that they have entered into a definitive agreement "under which MIDDwill acquire WB...

CNI Makes "Blowout" Bid For KCS: April 22, 2021 - Bulletin Print Report; Just a few weeks ago, Canadian Pacific Railway, Ltd., ("CP"), and Kansas City Southern, ("KCS"), entered into a definitive agreement pursuant to which CP wa...

KIM And WRI Plan A Two-Party Merger: April 19, 2021 - Bulletin Print Report; Kimco Realty Corporation, ("KIM"), and Weingarten Realty Investors, ("WRI"), each a real estate investment trust, ("REIT"), announced that they ha...

"SPAC" Warrants Invite S.E.C. Scrutiny: April 13, 2021 - Bulletin Print Report; The Acting Chief Accountant of the Division of Corporate Finance of the S.E.C. has disclosed that, in certain circumstances, warrants issued by special purpose acquisition comp...

I.R.S. Rules On DD's "Reverse Morris Trust" Transaction: April 12, 2021 - Bulletin Print Report; LTR202114017, January 21, 2021, addresses the "leveraged"Reverse Morris Trust transaction in which DuPont de Nemours, Inc., ("D"), combined its...

Determining The "Character" of "Boot" Gain: April 9, 2021 - Bulletin Print Report; Many reorganizations feature a mix of consideration paid to the target company's shareholders. It is not uncommon, for example, for the merger consideration to consist of e...

Marshall Island Shippers To Combine: April 7, 2021 - Bulletin Print Report; International Seaways, Inc., ("I"), and Diamond S Shipping, Inc., ("D"), are each organized under the laws of the Marshall Islands. D and I announced that t...

Update on ICLR/PRAH Deal: April 1, 2021 - Bulletin Print Report; ICLR has entered into a definitive agreement to acquire PRAHin a cash and stock transaction in which the per share merger consideration consists of (i) $80 in cash, and (...

MSGE To Acquire MSGN: March 29, 2021 - Bulletin Print Report; Madison Square Garden Entertainment Corporation, ("MSGE"), and MSG Networks, Inc., ("MSGN"), announced that they have reached a definitive agreement for MSG...

COHR Is Terminating Its Merger Agreement With LITE: March 26, 2021 - Bulletin Print Report; One of the more heated takeover battles of the recent past appears to have come to a conclusion. Coherent, Inc., ("COHR"), announced that its board of directors has d...

Canadian Pacific And Kansas City Southern To Join Forces: March 23, 2021 - Bulletin Print Report; Canadian Pacific Railway Ltd., ("CP"), and Kansas City Southern, ("KCS"), announced that they have entered into a merger agreement under which CP has agreed...

Withholding Tax For CTB's Foreign Shareholders?: March 22, 2021 - Bulletin Print Report; Goodyear Tire & Rubber Co., ("GT"), and Cooper Tire & Rubber Co., ("CTB"), have entered into a definitive merger agreement pursuant to which GT will...

The Willens Deal Survey March 2021: March 22, 2021 - The Deal Survey: March 2021 Print Report; Welcome to our summary of deals for March 2021. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.

LBO Is A QSP: March 18, 2021 - Volume 15 Issue 52 Print Report; H is a State X corporation organized to hold all of the stock of P. H has an authorized capitalization of 10 million shares which are owned as follows: (i) 18.25 percent by cer...

General Electric Company To Propose "Reverse Stock Split": March 17, 2021 - Bulletin Print Report; General Electric Company, ("GE"), has an inordinately large number of shares outstanding, approximately 8.8 billion at last count. Its board of directors hasexp...

ESA And ESH Will Go Private: March 16, 2021 - Bulletin Print Report; Extended Stay America, Inc., ("ESA"), and Extended Stay Hospitality, Inc., ("ESH"), have had a unique relationship that will soon be ending. The companies f...

LITE And COHR Revise Merger Agreement: March 11, 2021 - Bulletin Print Report; Lumentum Holdings, Inc., ("LITE"), announced an amendment to the previously announced definitive agreement between LITE and Coherent, Inc., ("COHR"). Under...

APO And ATH Will Effect A "Double Dummy" Transaction: March 10, 2021 - Bulletin Print Report; Apollo Global Management, Inc., ("APO"), and Athene Holding, Ltd., ("ATH"), have entered into a definitive agreement to "merge" in an all-stock tr...

CVX Will "Roll Up" NBLX: March 8, 2021 - Bulletin Print Report; Chevron Corporation, ("CVX"), and Noble Midstream Partners, L.P., ("NBLX"), announced that they have entered into a definitive agreement for CVX"...

CSGP Puts Its Best Foot Forward: March 3, 2021 - Bulletin Print Report; CoStar Group, Inc., (CSGP), is determined to acquire CoreLogic, (CLGX). Its determination is unmistakably evidenced by the preemptive bid it recently communicated to the CLGX&n...

ICLR Agrees To Acquire PRAH: February 26, 2021 - Bulletin Print Report; ICON plc, ("ICLR"), announced it has entered into a definitive agreement to acquire PRA Health Sciences Inc. ("PRAH"), "in a cash and stock transaction...

Release Of Escrowed Shares Not a "Payment": February 24, 2021 - Volume 15 Issue 36 Print Report; TP and three other individuals owned all of the stock of I. On March 14, 1971, the shareholders entered into a plan of reorganization and agreement of merger (the Acq...

GT And CTB Announce A Definitive Transaction Agreement: February 23, 2021 - Bulletin Print Report; Goodyear Tire & Rubber Company, ("GT"), and Cooper Tire & Rubber Company, ("CTB"), long-time competitors, announced that they have "entered a d...

The Willens Deal Survey February 2021: February 22, 2021 - The Deal Survey: February 2021 Print Report; Welcome to our summary of deals for February 2021. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database....

MIC's Reorganization Will Solve Its Tax Problem: February 22, 2021 - Bulletin Print Report; Macquarie Infrastructure Corporation, ("MIC"), is faced witha tax problem that it will deftly eliminate by means ofan "internal" reorganization...

Energy Transfer L.P. And Enable Midstream Partners LP Strike A Deal: February 19, 2021 - Bulletin Print Report; Energy Transfer L.P., ("ET"), a master limited partnership, and Enable Midstream Partners, L.P., ("EN"), another such master limited partnership, announced...

The Tribune Buy-Out Is A "Zenz" Transaction: February 18, 2021 - Bulletin Print Report; Tribune Publishing Co., ("TPCO"), and affiliates of Alden Global Capital,in particular the affiliate named Tribune Enterprises, LLC, ("TEL"), announce...

Overlapping Ownership Rule Frees RXN From The Rigors Of Sec. 355(e): February 16, 2021 - Bulletin Print Report; Regal Beloit Corporation, (RBC), and RexnordCorporation, (RXN), announced that they have reached a definitive agreement whereby RXN will separate its "PMC" segm...

Tax Court Recasts Transaction At Taxpayer's Behest: February 16, 2021 - Bulletin Print Report; Petitioner, ("P"), was organized in May 2009 to participate in the transactions described below. CMH was organized in January 2008 to serve as a holding company for t...

FCA And PSA Complete Historic Cross-Border Merger: February 1, 2021 - Bulletin Print Report; On January 16, 2021, Fiat Chrysler Automobiles N.V., ("FCA"), and Peugeot S.A., ("PSA"), were finally permitted to consummate their long-awaited business co...

Impairment Charges Do Not Necessarily Foreshadow Tax Losses: January 28, 2021 - Bulletin Print Report; Over the past few days, we have had announcements from companies as diverse United Parcel Service, Inc., AT&T, and Office Depot regarding plans to exit businesses that have...

AJRD Characterizes Its "Pre-Closing Dividend": January 26, 2021 - Bulletin Print Report; In December 2020, Aerojet Rocketdyne Holdings, Inc., ("AJRD"), announced that it had entered into a definitive agreement to be acquired by Lockheed Martin Corporation...

Spin-Off Following A Reverse Triangular Merger: January 22, 2021 - Volume 15 Issue 14 Print Report; CP acquired all the stock of Sub 1 on Date a. The acquisition qualified as a reorganization under Sec. 368(a)(1)(A) (by reason of Sec. 368(a)(2)(E)) and under Sec. 36...

The Willens Deal Survey January 2021: January 21, 2021 - The Deal Survey: January 2021 Print Report; Welcome to our summary of deals for January 2021. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database. <...

LITE's Acquisition Of COHR Features Successive Mergers: January 21, 2021 - Bulletin Print Report; LumentumHoldings, Inc., ("LITE"), and Coherent, Inc., ("COHR"), announced that they have entered into a definitive agreement "under which LITE wi...

Pfizer, Inc. And Mylan N.V. Collaborate To Create Viatris, Inc.: January 21, 2021 - Bulletin Print Report; Pfizer, Inc., ("PFE"), intended to effect a garden variety spin-off or split-off of its Upjohn, Inc. subsidiary. Upjohn conducted PFE's"off-patent bran...

STE Reaches An Agreement With CMD: January 14, 2021 - Bulletin Print Report; STERIS plc, ("STE"),an Irish company, and Cantel Medical Corporation, ("CMD"), a domestic corporation, announced that STE has signed a definitive agre...

TDY And FLIR Propose A "Forward Merger": January 8, 2021 - Bulletin Print Report; Teledyne Technologies, Inc., ("TDY"), and FLIR Systems, Inc., ("FLIR"), recently announced that they have entered into a definitive agreement under which TD...

Partnership Merger Qualifies As A Reorganization: January 7, 2021 - Bulletin Print Report; When can a partnership merger qualify as a reorganization for tax purposes? When the partnerships elect to be treated as corporations for federal income tax purposes. Navios Ma...

DD To Shed Nutrition & Biosciences, Inc.: January 5, 2021 - Bulletin Print Report; DuPont de Nemours, Inc., (DD), will be disposing of its subsidiary, Nutrition & Biosciences, Inc., (NB), in a so-called "Reverse Morris Trust," (RMT), transaction...

NOL Limits Ruled Unconstitutional: January 5, 2021 - Bulletin Print Report; Corporations can join with groups of affiliated corporations to file consolidated income tax returns with the I.R.S. On these consolidated returns, groups can claim consolidate...

What To Make Of AJRD's Special Dividend: December 22, 2020 - Bulletin Print Report; Aerojet Rocketdyne Holdings, Inc., ("AJRD"), announced that it has entered into a definitive agreement to be acquired by Lockheed Martin Corporation, ("LMT"...

Merger Of Lower-Tier Banks Should Qualify As A Reorganization: December 21, 2020 - Bulletin Print Report; Huntington Bancshares, Inc., ("HBAN"), the parent of Huntington National Bank, ("HNB"), and TCF Financial Corporation, ("TCF"), the parent of TCF...

The Willens Deal Survey December 2020: December 21, 2020 - The Deal Survey: December 2020 Print Report; Welcome to our summary of deals for December 2020. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database....

Pluralsight, Inc. Is Going Private: December 18, 2020 - Bulletin Print Report; Pluralsight, Inc., ("PS"), recently announced that it has entered into a definitive agreement to be acquired by affiliates of Vista Equity Partners in an all-cash tra...

TCP Will Be "Rolled Up": December 17, 2020 - Bulletin Print Report; TC Energy Corporation, ("TRP"), a Canadian corporation announced it has entered into a definitive agreement and plan of merger "to acquire all the outstanding Co...

LLY's Acquisition Of PRVL Features A Regulatory Approval CVR: December 16, 2020 - Bulletin Print Report; Eli Lilly and Company, ("LLY"), and Prevail Therapeutics, Inc., ("PRVL"), announced a definitive agreement for LLY to acquire PRVL"for $22.50 in...

The Latest Variety Of "CVRs": December 15, 2020 - Bulletin Print Report; Where there are disagreementsabout the value of a target corporation, the parties may decide to make a portion of the merger consideration contingent on the outcome of pr...

Alexion and AstraZeneca To Join Forces: December 14, 2020 - Bulletin Print Report; Alexion Pharmaceuticals, Inc., ("API"), and AstraZenecaPLC, ("AZ"), have entered into a definitive agreement for "AZ to acquire API." The tr...

Disposing Of Waddell & Reed's "Unwanted" Assets: December 8, 2020 - Bulletin Print Report; Macquarie Management Holdings, Inc., ("MMI"), the asset management division of Macquarie Holdings Pty Ltd.,and Waddell & Reed Financial, Inc., ("WDR&qu...

WORK's Net Operating Losses Should Be Of Value To CRM: December 7, 2020 - Bulletin Print Report; Last week, salesforce.com, inc., ("CRM"), and Slack Technologies, Inc., ("WORK"), announced that they had entered intoa definitive agreement for CRM t...

Non-Resident 'S' Corporation Taxed On Massachusetts Capital Gains: December 3, 2020 - Bulletin Print Report; Prior to October 31, 2011, APP was a subchapter S corporation organized under the laws of Illinois and headquartered in Illinois. APP was the sole shareholder of VAS USA, an Il...

CRM And WORK Have Agreed To A "Two-Step" 'A' Reorganization: December 2, 2020 - Bulletin Print Report; Slack Technologies, Inc., ("WORK"), and salesforce.com, inc., ("CRM"), have entered into a definitive agreement pursuant towhich CRM will acquire WORK...

SPGI Will Annex INFO: December 1, 2020 - Bulletin Print Report; S&P Global, Inc., ("SPGI"), and IHS MarkitLtd., ("INFO"), a "Bermuda exempted company limited by shares," announced they have entered in...

LORL Shareholders Can Elect Different Forms Of Merger Consideration: November 30, 2020 - Bulletin Print Report; Loral Space & Communications, Inc., ("LORL"), owns a 62.7 percent economic interest, and a 32.6 percent voting interest, in Telesat Canada, ("TC"). The...

The Willens Deal Survey November 2020: November 20, 2020 - The Deal Survey: November 2020 Print Report; Welcome to our summary of deals for November 2020. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database....

Latest SPAC Transaction Structured As A "Global" Sec. 351 Exchange: November 18, 2020 - Bulletin Print Report; In the latest installmentof the "SPAC Chronicles,"Roth CH Acquisition I Co., ("ROCH"), and PureCycleTechnologies LLC, ("PCT"), a...

"Earn-Outs" A Staple Of "SPAC" Transactions: November 17, 2020 - Bulletin Print Report; The most recent "SPAC" acquisition, like the vast majorityof its predecessors, is structured to qualify as a tax-free reorganization; and features the use of &q...

Jaws Acquisition Corporation Chooses An "Up-C" Structure: November 13, 2020 - Bulletin Print Report; Jaws Acquisition Corporation, ("J"), a special purpose acquisition company, ("SPAC"), and a Cayman Islands exempted company, and Cano Health LLC, (&qu...

Can "Boot" Gain Be Treated As A Dividend?: November 10, 2020 - Bulletin Print Report; BridgeBio Pharma, Inc., ("BB"), owns approximately 64 percent of the outstanding stock of Eidos Therapeutics, Inc., ("ET"). A definitive merger agreement wa...

Spin-Off Preceded By "Unifying" Brother/Sister Merger Passes Muster: November 10, 2020 - Bulletin Print Report; Shareholder One and Shareholder Two own all of the outstanding stock of Distributing in equal proportions. Distributing is a State A corporation and is the common parent of a g...

Telenav, Inc. LBO Sets The Stage For A Sec. 338 Election: November 5, 2020 - Bulletin Print Report; We have written about how ownership changes experienced by loss corporations in the current environment of exceedingly low interest rates can wreak absolute havoc on the loss c...

Merger Price Not Indicative Of "Fair Market Value" Of Stock: November 4, 2020 - Bulletin Print Report; The value of unlisted stock is best determined by considering actual sales at arm's length in the normal course of business within a reasonable time before or after the val...

Dividend Waiver Revisited: November 2, 2020 - Volume 14 Issue 211 Print Report; Under a plan of merger between X corporation, (X), and Y corporation, (Y), Mr. C, the majority shareholder of X, surrendered his stock and received in exchange Class...

MRVL And IPHI Will Combine Using A "Double Dummy" Format: November 2, 2020 - Bulletin Print Report; Marvell Technology Group, Ltd., ("MRVL"), a Bermuda exempted company, and Inphi Corporation, ("IPHI"), announced a definitive agreement under which MRVL&nbs...

ELY Will Acquire The Rest Of Topgolf: October 30, 2020 - Bulletin Print Report; Callaway Golf Company, ("ELY"), and Topgolf International, Inc., ("TGO"), a privately held corporation in which ELY owns a 14.3 percent stake, announced tha...

SPAC Forced To Surrender Its BVI Tax Status: October 29, 2020 - Bulletin Print Report; Alberton Acquisition Corporation, ("ALAC"), a British Virgin Island company, and a special purpose acquisition company, ("SPAC"). announced that it will be...

Principal Method of Accounting Did Not Clearly Reflect Income: October 29, 2020 - Volume 14 Issue 209 Print Report; TP is primarily engaged in Business X, as was Subsidiary, (S). TP uses an accrual method as its overall method of accounting. S merged with and into TP in a transacti...

The I.R.S. Will Rule On Dividend Waivers: October 28, 2020 - Volume 14 Issue 208 Print Report; In Rev. Rul. 56-431, 1956-2 C.B. 171, a majority shareholder of a corporation whose relatives owned an additional 25 percent of the stock attempted to waive his right...

Is The Husky Energy Acquisition A Reorganization?: October 27, 2020 - Bulletin Print Report; Cenovus Energy, Inc., ("CVE"), and Husky Energy, Inc., ("HSE"), each a Canadian corporation, announced a transaction to create "a new integrated Canadi...

CVRs Are Not Voting Stock: October 23, 2020 - Bulletin Print Report; Continuing a trend that shows no signs of slowing down, another special purpose acquisition company, or "SPAC," Acamar Partners Acquisition Corporation, ("Acamar...

The Willens Deal Survey October 2020: October 22, 2020 - The Deal Survey: October 2020 Print Report; Welcome to our summary of deals for October 2020. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database. <...

Pioneer Will Score A Basis Step-Up In A Tax-Free Reorganization: October 22, 2020 - Bulletin Print Report; Pioneer Natural Resources Co., ("PNR"), and Parsley Energy, Inc., ("PAR"), announced that they have entered into a definitive agreement in connection with w...

Finder's Fee Is Not Business Income: October 22, 2020 - Volume 14 Issue 204 Print Report; In 1972 and 1973, Petitioner, (P), was in the business of raising horses. In 1967, H was the chairman of W. That year, P heard H tell people that he might be interest...

CIT's Net Operating Loss Will Be Of Little Use To FCNCA: October 21, 2020 - Bulletin Print Report; First Citizens BancShares, Inc., (FCNCA), and CIT Group, Inc., (CIT), recently announced that they have entered into a definitive agreement "under which the companies will...

How Can News Corporation Spin-Off Its Digital R.E. Segment?: October 20, 2020 - Bulletin Print Report; News Corporation, ("NC"),is engaged in several trades or businesses, one of which is referred to as its "Digital Real Estate Services" segment, (the &...

Income In Respect of a Decedent: October 16, 2020 - Volume 14 Issue 200 Print Report; Decedent (D) sold common stock in 1977, and received the agreed upon payment before her death in 1978. D's estate was closed in 1979....

Foreign Corporations Can Engage In An 'A' Reorganization: October 13, 2020 - Bulletin Print Report; HUYA, Inc., ("H"), and DouYu International Holdings Limited, ("DY"), announced that they have entered into an Agreement and Plan of Merger,

MS And EV Will Undertake A "Forward" Merger: October 9, 2020 - Bulletin Print Report; Morgan Stanley, ("MS"), and Eaton Vance Corporation, ("EV"), have entered into a definitive agreement under which "MS will acquire EV for an equity val...

Livongo Has No Earnings and Profits: October 9, 2020 - Bulletin Print Report; The Livongo Health, Inc. sa...

SPAC Deal Features Unusual "Earn-Out" Mechanism: October 9, 2020 - Bulletin Print Report; Momentus, Inc.,("MI"), a privately held entity, announced that it has signed a definitive merger agreement with Stable Road Acquisition Corporation, ("SRAC...

"SPAC" Will "Domesticate" Prior To Acquisition: October 8, 2020 - Bulletin Print Report; Clover Health Investments Corporation, ("CHI"), is justthe latest in a long line of private companies"going public" via the SPAC "reverse m...

Transfer Of A "USRPI" Secures Non-Recognition Treatment: October 7, 2020 - Bulletin Print Report; FPS is a Country X limited partnership that directly engages in Business A in Country X; and owns and manages a group of foreign and domestic affiliates that engage in Business...

Latest SPAC Deal Features Eclectic Mix Of Merger Consideration: October 6, 2020 - Bulletin Print Report; Hims, Inc., ("H"), will be "going public" by means of a business combination with Oaktree Acquisition Corporation, ("OAC"), a special purpose acqu...

Observations on LVGO's Pre-Merger Dividend: September 30, 2020 - Bulletin Print Report; While one can never be sure about earnings and profits, or the lack thereof, the retained earnings deficit at LVGO certainly is persuasive(albeit not conclusive)evid...

WPX Energy Will Undergo An Ownership Change: September 30, 2020 - Bulletin Print Report; Devon Energy, ("DVN"), and WPX Energy, ("WPX"), announced that they have entered into an agreement to combine in an "all-stock merger of equals" t...

Berkshire Hathaway's Role In SSP's Transformational Acquisition: September 30, 2020 - Bulletin Print Report; The E.W. Scripps Company, ("SSP"), will be purchasing the stock of ION Media Networks, Inc., ("IMN") for a total of $2.65 billion. The market has endorsed t...

SBE To Acquire Electric Vehicle Charging Network: September 29, 2020 - Bulletin Print Report; The latest "SPAC" acquisition is very much "of the moment" since the private company that will be going public through the combination with the SPAC operate...

The Willens Deal Survey September 2020: September 25, 2020 - The Deal Survey: September 2020 Print Report; Welcome to our summary of deals for September 2020. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database....

Record-Breaking SPAC Deal Structured As A JV: September 25, 2020 - Bulletin Print Report; United Wholesale Mortgage, a closely-held entity,and Gores Holdings IV, Inc., ("GHI"), a publicly traded and widely heldspecial purpose acquisition compan...

Merger Results In Loss Of Tennessee NOLs: September 24, 2020 - Bulletin Print Report; The TP companies are affiliates with common ownership. The TP companies have elected Subchapter S status for federal income tax purposes. Some of the companies have substantial...

IPOB Lands An Attractive Target: September 16, 2020 - Bulletin Print Report; In just the latest of what has become almost a daily occurrence, Opendoor Labs, Inc., ("OLI"), a privately-held corporation, has entered into a definitive business co...

Global Indemnity Ltd. Is Re-Domiciling: September 14, 2020 - Bulletin Print Report; Global Indemnity Ltd., ("GI Cayman), will be re-incorporating in the United States. It cites the 2017 tax law, (the "TCJA"), as a motivating factor in its decisi...

Fiat/Peugeot Merger Is Intended To Qualify As A Reorganization: September 11, 2020 - Bulletin Print Report; Late last year, Fiat Chrysler Automobiles N.V., ("FCA"), and Peugeot S.A., ("PSA"), entered into a "combination agreement" providing for the combi...

Livongo/Teledoc Proxy Materials Address Special Dividend: September 4, 2020 - Bulletin Print Report; Teledoc Health, Inc. ("T"), and Livongo Health, Inc. ("L"), have entered into a definitive agreement pursuant to which T will acquire all of the stock of L....

Step Transaction Doctrine Produces a Reorganization: September 4, 2020 - Volume 14 Issue 172 Print Report; TP, an individual, and I, also an individual, each own 50 percent of the stock of T. TP arranged for Investors (Is) to form a corporation, ACQ, on TP's behalf, fo...

Skillz Will "Go Public" Via "SPAC" Merger: September 3, 2020 - Bulletin Print Report; Skillz, Inc., ("S"), a leading, closely-held, mobile games platform, and Flying Eagle Acquisition Corporation, ("FEAC"), a publicly traded special purpose a...

Ligand Using "CVRs" To Compensate Pfenex Shareholders: September 1, 2020 - Bulletin Print Report; Ligand Pharmaceuticals, Inc., ("LPI"), recently unveiled the details of its agreement to acquire all of the outstandingstock of Pfenex, Inc., ("PFI"),...

Counsel Casts Doubt On Reorganization Status of Noble/Chevron Merger: August 28, 2020 - Bulletin Print Report; Chevron Corporation, ("C"), and Noble Energy, Inc., ("N"), have entered into a definitive agreement pursuant to which C will acquire all of the outstanding...

Liberty Broadband To "Monetize" Part Of Charter Stake: August 25, 2020 - Bulletin Print Report; Recently, Liberty Broadband Corporation, ("LBB"), announced a transaction in connection with which it willacquire, in a "downstream merger," the asset...

The Willens Deal Survey August 2020: August 20, 2020 - The Deal Survey: August 2020 Print Report; Welcome to our summary of deals for August 2020. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.

The Go-To Structure For SPAC Acquisitions: August 19, 2020 - Bulletin Print Report; There have been a plethora of "SPAC" acquisitions, or at least announcements thereof, over the recent past. As we delve into the agreements with respect to these acqu...

Third Point's Acquisition Of Sirius Feature Eclectic Mix Of Consideration: August 11, 2020 - Bulletin Print Report; One of the more complex deals we have encountered is the proposed acquisition by Third Point Reinsurance Ltd., ("TP"), of Sirius International Insurance Group, ("...

Distribution Not In Liquidation Of Partner's Interest: August 11, 2020 - Bulletin Print Report; In 2012, W owned a 2.24 percent interest in BS, a partnership. BS owned a 19.63 percent membership interest in H. In 2012, H was acquired by DV. Under the merger agreement, mem...

GCI Liberty And Liberty Broadband Announce A "Downstream" Merger: August 10, 2020 - Bulletin Print Report; GCI Liberty, Inc., ("GCI"), a company that was split-off from Qurate, owns approximately 23.5 percent of the stock of Liberty Broadband Corporation, ("LBB")...

Acquisition Of LVGO Features Special Dividend: August 7, 2020 - Bulletin Print Report; Teladoc Health, Inc., ("T"), and Livongo Health, Inc., ("L"), announced that they have entered into a definitive merger agreement, the objective of which is...

EE Pays A "Stub Period" Dividend: July 31, 2020 - Bulletin Print Report; On July 29, 2020, pursuant to an Agreement and Plan of Merger that was entered into approximately 13 month earlier, Merger Sub, a newly-created, wholly owned subsidiary of Sun...

CNX Will "Roll Up" CNXM: July 28, 2020 - Bulletin Print Report; CNX Resources Corporation, ("CNX"), and CNX Midstream Partners, L.P., ("CNXM"), announced that they have entered into a definitive merger agreement, (the &q...

eBay To (Partially) Exit The Classifieds Business: July 23, 2020 - Bulletin Print Report; eBay, Inc., ("EBAY"), and AdevintaASA, ("ADE"), announced that they have entered into a definitive agreement for EBAY to transfer its classifieds busi...

The Willens Deal Survey July 2020: July 23, 2020 - The Deal Survey: July 2020 Print Report; Welcome to our summary of deals for July2020. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database....

Revisiting The Eldorado/Caesars Business Combination: July 20, 2020 - Bulletin Print Report; It appears that the last remaining obstacle to the acquisition of Caesars Entertainment Corporation, ("C"), by Eldorado Resorts, Inc., ("E"), has been surmo...

Aon/WTW: Snatching Victory From The Jaws Of Defeat: July 10, 2020 - Bulletin Print Report; Aonplc, which recently "re-incorporated" from England to Ireland, has agreed to acquire "the entire issued ordinary share capital" of Willis Towers Wa...

ALL Agrees To Acquire FGHC: July 9, 2020 - Bulletin Print Report; The Allstate Corporation, (ALL), has agreed to acquire the outstanding commonstock of National General Holdings, (NGHC), "for approximately $4 billion in cash or $34...

Sec. 338 Election Not a PSA "Triggering Event": July 2, 2020 - Volume 14 Issue 127 Print Report; Between 1958 and 1983, thetax law permitted life insurance companies to accumulate, retain and defer taxes on 50 percent of undistributed profit in policyholder...

The Willens Deal Survey June 2020: June 26, 2020 - The Deal Survey: June 2020 Print Report; Welcome to our summary of deals for June 2020. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.

JET Wins The GRUB Sweepstakes: June 15, 2020 - Bulletin Print Report; On June 10, 2020,Just Eat Takeaway.com N.V., ("JET"), entered into an Agreement and Plan of Merger between and amongJET, Grubhub, Inc., ("GRUB")...

Unilever To Simplify Its Corporate Structure: June 11, 2020 - Bulletin Print Report; Unilever announced plans to unify "its Group legal structure under a single parent company, Unilever PLC, creating a simpler company with greater strategic flexibility, th...

TCO's Damages (If Any) Will Not Jeopardize REIT Status: June 11, 2020 - Bulletin Print Report; Simon Property Group, Inc. ("SPG"), announced that it has exercised its contractual rights to terminate its merger agreement with Taubman Centers, Inc., ("TCO&qu...

The Willens Deal Survey May 2020: May 28, 2020 - The Deal Survey: May 2020 Print Report; Welcome to our summary of deals for May 2020. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.

IPO Costs Are Netted Against The Proceeds Therefrom: May 18, 2020 - Bulletin Print Report; In Year 1, TP was a privately-held corporation. In Year 2, TP began planning an IPO and completed the offering and became a publicly traded company. TP incurred a number of cos...

Merger Involving Only Foreign Corporations Can Be An 'A' Reorganization: May 12, 2020 - Bulletin Print Report; On May 11, 2020, SSR Mining, Inc., ("SSRM"), and Alacer Gold Corporation, ("ASR"), announced that they have entered into a definitive agreement to combine &...

The Willens Deal Survey April 2020: April 29, 2020 - The Deal Survey: April 2020 Print Report; Welcome to our summary of deals for April 2020. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.

Bank Denied NOL Deduction: April 27, 2020 - Bulletin Print Report; In 2010, NBSC merged with CBT and was renamed SynovusBank, ("P"). CBT reported net operating losses, ("NOLs") for 2009; NBSCreported NOLs for 20...

Is Liberty TripAdvisor Holdings, Inc. Preparing To End Its Existence?: April 21, 2020 - Bulletin Print Report; Last week, amid unprecedented peregrinationsin its stock price, Liberty TripAdvisor Holdings, Inc. ("LTRPA") was forced to report that "it is not aware of...

Energy Transfer L.P. Is Not An "Investment Company": April 20, 2020 - Bulletin Print Report; X, which we believe is Energy Transfer L.P., is a publicly-traded partnership within the meaning of Sec. 7704(b) of the Code that is classified as a partnership for federal inc...

Interest Paid On Appraisal Award Is Taxable As Such: April 16, 2020 - Bulletin Print Report; On August 22, 1997, SMC was merged into S, a privately-held Delaware corporation. At the time of the merger, G held 120,000 shares of the common stock of S. As a result of the...

Xperi And TiVo Have A Number Of Tax Hurdles To Surmount: April 14, 2020 - Bulletin Print Report; The merger of Xperi Corporation, ("XC"), with TiVo Corporation, ("TV"), seems to be on schedule with a second quarter closing anticipated. The merger is str...

Correction Instrument Not Effective To Eliminate Real Estate Transfer Tax: April 9, 2020 - Bulletin Print Report; S is a limited liability partnership. On January 12, 2016, an Electronic Real Estate Transfer Return, ("eRETR"), was filed reporting the December 29, 2015 conveyance...

UTX And RTN Have Combined To Form RTX: April 7, 2020 - Bulletin Print Report; On Friday, April 3, 2020, Raytheon Technologies Corporation, ("RTX"), was born. RTX is the product of the highly touted "merger of equals" transaction in wh...

T-Mobile And Sprint Complete Their Business Combination: April 2, 2020 - Bulletin Print Report; Ironically, April 1, 2010 is now officially the date on which the long-awaited, and seemingly doomed, business combination of T-Mobile US, Inc., ("T"), and Sprint Cor...

When Can A Delaware Corporation Repurchase Its Stock?: March 31, 2020 - Bulletin Print Report; At the risk of incurring the wrath of certain politicians, those corporations who are not participating in government loan programs (and are therefore temporarily barred from r...

Termination Of A Trust Is Not Analogous To A Merger: March 30, 2020 - Bulletin Print Report; Per Illinois Code, a tax is imposed on the privilege of using any motor vehicle acquired by...transfer... Similar language is used for the Aircraft and Watercraft Use Tax. In 2...

The Willens Deal Survey March 2020: March 23, 2020 - The Deal Survey: March 2020 Print Report; Welcome to our summary of deals for March 2020. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.

Cincinnati Bell Finally Chooses A Suitor: March 20, 2020 - Bulletin Print Report; Cincinnati Bell, ("CB"), proved to be a very attractive target. After being pursued by several suitors, it has now entered into an Agreement and Plan of Merger with R...

BEP Plans To Roll Up TERP: March 19, 2020 - Bulletin Print Report; From what we can gather, Brookfield Renewable Partners, L.P., ("BEP"), is owned by Brookfield Asset Management, Inc., ("BAM"), and by the public. BEP, in tu...

Equitrans Midstream Corporation To "Roll Up" EQM: March 16, 2020 - Bulletin Print Report; Equitrans Midstream Corporation, ("EMC"), was spun-off from EQT on November 12, 2018. In fact, only 80.1 percent of the stock of EMC was distributed by EQT on that da...

Limited Deduction for Charitable Contribution of "Sec. 306" Stock: March 11, 2020 - Volume 14 Issue 48 Print Report; In a tax-free reorganization, the petitioner, (CP), a individual, merged his six controlled corporations with andinto L Corporation, (L). In the merger, among o...

MCK Sets Final Exchange Ratio For Split-Off Of PF2 SpinCo, Inc.: March 9, 2020 - Bulletin Print Report; McKesson Corporation, ("MCK"), is in the final stages of one of the more interesting transactions we have encountered, involving a "split-off" of the stock...

Xerox Launches Tender Offer (To Be Followed By A Merger) For HP: March 3, 2020 - Bulletin Print Report; Xerox Holdings Corporation, ("Xerox"), has made good on its threat to take its acquisition offer directly to the shareholders of HP, Inc., ("HP"). Thus, XHC...

Can Liberty Media Redeem Its SiriusXM Tracking Stock Tax Efficiently?: February 28, 2020 - Bulletin Print Report; Liberty Media's Sirius XM tracking stock is trading at a substantial discount to the "asset based" stock, i.e., the stock of Sirius XM Holdings, Inc., that the tr...

Intuit To Annex Credit Karma: February 26, 2020 - Bulletin Print Report; Intuit, Inc., in one of the larger deals of the past few years, announced that it has agreed to acquire a privately held entity, named Credit Karma, for approximately $7.1 bill...

CVRs Will Be Treated As "Boot" In Lantheus/Progenis Reorganization: February 24, 2020 - Bulletin Print Report; LantheusHoldings, Inc., ("LHI"), and Progenis Pharmaceuticals, Inc., ("PPI"), have entered into an Amended and Restated Agreement and Plan of Merger....

MS's Acquisition Of EFTC Will Qualify As A Reorganization: February 24, 2020 - Bulletin Print Report; Morgan Stanley, ("MS"), and E*TRADE Financial Corporation, ("EFTC"), have entered into a definitive agreement under which MS will acquire EFTCin an &q...

No Deductible Loss on Settlement of Forward Contract: February 20, 2020 - Volume 14 Issue 34 Print Report; Corporation A, (CA), agreed to buy back a certain number of its ownshares for a set price on various dates. Each contract could be settled in one of three ways:...

Alstom's Acquisition Of Bombardier Transportation Not Eligible For "Bump": February 20, 2020 - Bulletin Print Report; Alstomrecently inkeda Memorandum of Understanding, ("MOU"), with the shareholders of Bombardier Transportation, ("BT"), Bombardier Inc. and CDPQ...

Stepping Up The Basis Of A REIT's Assets: February 20, 2020 - Bulletin Print Report; Amherst Residential LLC, ("AMH"),and Front Yard Residential Corporation, ("FY"), a real estate investment trust, ("REIT"), recently announce...

The Willens Deal Survey February 2020: February 19, 2020 - The Deal Survey: February 2020 Print Report; Welcome to our summary of deals for February 2020. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database....

Court Approves Sprint/T-Mobile Combination: February 13, 2020 - Bulletin Print Report; It now appears, thanks to a recent District Court ruling, that the long-awaited combination of Sprint Corporation, ("S"), and T-Mobile US, Inc., ("TMUS"), w...

SPG And TCO Will Undertake A "Forward Cash Merger": February 12, 2020 - Bulletin Print Report; Simon Property Group, Inc., ("SPG"), and Taubman Centers, Inc. ("TCO"), each a real estate investment trust, ("REIT"), whose activities are conduc...

No Second Ownership Change For Bristow Group, Inc.: February 11, 2020 - Bulletin Print Report; Bristow Group, Inc., ("B"), emerged from bankruptcy last October with approximately $145 million in net operating losses that the company ishoping to utilize in...

FNF Will Acquire The Balance Of FG: February 10, 2020 - Bulletin Print Report; FGLHoldings, ("FG"), a Cayman Islands annuity and life insurance company, announced that it has entered into a merger agreement pursuant to which Fidelity Natio...

McKesson Will Be Undertaking A Split-Off "RMT" Transaction: February 5, 2020 - Bulletin Print Report; In March, 2017, McKesson Corporation, ("MCK"), and Change Healthcare, Inc., ("C"), formed a joint venture, treated as a partnership for tax purposes, called...

Tax Profile Of WLN/ING And PPBI/OPB Deals: February 5, 2020 - Bulletin Print Report; WorldlineSA, ("WLN"), and Ingenico Group SA, ("ING"), announced that their respective Boards of Directors have unanimously approved a business combina...

Assets Excluded From The "Substantially All" Determination: February 4, 2020 - Volume 14 Issue 23 Print Report; P Corporation, ("P"), formed S Corporation, ("S"), as a wholly owned subsidiary for the purpose of effectuating a merger of S with and into T Corp...

SSB Will Be "The Accounting Acquirer" Of CSFL: January 31, 2020 - Bulletin Print Report; Earlier this week, CenterStateBank Corporation, (CSFL), and South State Corporation, (SSB), jointly announced that they had entered into a definitive agreement under whic...

FB Financial Corporation Will Acquire Franklin Financial Network: January 27, 2020 - Bulletin Print Report; FB Financial Corporation, ("FB"), and Franklin Financial Network, Inc., ("FFN") announced that they have entered into a definitive merger agreement pursuant...

"Facilitative" Merger Costs Do Not Create A Separate Intangible Asset: January 27, 2020 - Bulletin Print Report; Taxpayer, ("TP"), is engaged in Business. In Year 1, TP acquired the stock of Target, ("T"), a manufacturer of Products, in a taxable reverse triangular mer...

Rayonier To "Roll Up" Pope Resources: January 22, 2020 - Bulletin Print Report; Rayonier, Inc., ("R"), a real estate investment trust, ("REIT"), and Pope Resources, ("PR"), a master limited partnership, ("MLP"), anno...

The Willens Deal Survey January 2020: January 21, 2020 - The Deal Survey: January 2020 Print Report; Welcome to our summary of deals for January 2020. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database. <...

Anixter Accepts Wesco's Offer: January 16, 2020 - Bulletin Print Report; After a lengthy battle, WescoInternational, Inc. ("W"), has bagged its prize, AnixterInternational, Inc., ("A"). Earlier this week, W and A anno...

COT And PRMW To Undertake A Multi-Step Reorganization: January 15, 2020 - Bulletin Print Report; Cott Corporation, ("COT"),a Canadian corporation, recently announced that it has entered into a definitive agreement pursuant to which "COT will acquire Pr...

Why Did Xerox Grant Voting Rights To Convertible Preferred Holders?: January 8, 2020 - Bulletin Print Report; Earlier this year, Xerox Corporation, ("XC"), engaged in an "internal" reorganization in connection with which a holding company structure was put into plac...

Stock Issuance Costs Are Never Deductible: January 7, 2020 - Volume 14 Issue 4 Print Report; TP is a holding company organized as a C corporation. TP's subsidiaries provide various Business F services. Prior to Dat...

APY And ECL To Engage In An "RMT" Transaction: December 30, 2019 - Bulletin Print Report; Apergy Corporation, ("APY"), and Ecolab, Inc., ("ECL"), recently announced that the Boards of Directors of the two corporations have entered into a definiti...

Anixter And CD&R Revise Merger Agreement: December 27, 2019 - Bulletin Print Report; Anixter International, Inc., ("AII"), and Clayton, Dubilier& Rice, ("CDR"), announced an Amended and Restated Merger Agreement on December 24, 201...

DraftKings Is Going Public: December 26, 2019 - Bulletin Print Report; DraftKings, Inc., known primarily for its fantasy sports operation, has entered into a definitive agreement with Diamond Eagle Acquisition Corporation, ("DEAC"), a pu...

Beneficial Ownership Counts For Purposes of Sec. 269: December 24, 2019 - Volume 13 Issue 246 Print Report; Ten partners owned approximately 48 percent of H, a partnership. H managed the affairs of two investment companies, Corporation A, (CA), and Corporation B, (CB). The...

The Willens Deal Survey December 2019: December 23, 2019 - The Deal Survey: December 2019 Print Report; Welcome to our summary of deals for December 2019. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database....

IAC Discloses Separation Plan: December 23, 2019 - Bulletin Print Report; IAC/Interactive Corporation, ("IAC"), recently filed the eagerly anticipated "Transaction Agreement" in which it describes, in great detail, the manner in w...

TIVO Takes Steps To Protect Its NOLs: December 19, 2019 - Bulletin Print Report; XperiCorporation, ("X"), and TiVo Corporation, ("T"), announced that they haveentered into a definitive agreement to combine "in an all-sto...

DD RMT Update: December 19, 2019 - Bulletin Print Report; Now that the "Separation and Distribution Agreement" has been filed, we have some more details with respect to the mechanics of the Reverse Morris Trust transaction t...

Tallgrass Energy Is Being Acquired: December 18, 2019 - Bulletin Print Report; Tallgrass Energy L.P., ("TGE"), announced that it has entered into a definitive merger agreement pursuant to which affiliates of Blackstone Infrastructure Partners (a...

DD To Engage In A Reverse Morris Trust Transaction: December 16, 2019 - Bulletin Print Report; International Flavors & Fragrances, Inc., ("IFF"), and DuPont, ("DD") announced that they have entered into a definitive agreement "for the merger...

Power Corporation Of Canada Announces A Restructuring Plan: December 16, 2019 - Bulletin Print Report; Power Corporation of Canada, ("POW"), owns approximately 64 percent of the common stock of Power Financial Corporation, ("PWF"). PWFalso has preferred...

NLOK Rumors Can Have An Impact On Tax Treatment Of Special Dividend: December 11, 2019 - Bulletin Print Report; It has been reported that NortonLifeLock, Inc., ("N"), formerly known as Symantec Corporation, has attracted "deal interest" from a handful of companies, in...

VRNT Announces Separation Plan: December 9, 2019 - Bulletin Print Report; Verint Systems, Inc., ("VRNT"), the successor (by merger) to Comverse Technology, Inc., announced that its Board of Directors has approved "proceeding with a pla...

A "Downstream" Merger Will Not Be Recast as a Liquidation: December 6, 2019 - Volume 13 Issue 234 Print Report; On July 12, 1972, C Corporation, (CC), was incorporated for the express purpose of acquiring the stock of NYFA, Inc., (NYFA). CC acquired all of the stock of NYFA own...

Blackstone's Incorporation Governed By Sec. 351: December 5, 2019 - Bulletin Print Report; Several high profile MLPshave converted, or are in the processof converting, to C corporation status, none more high profile than The Blackstone Group L.P. The impe...

Cleveland-Cliffs To Acquire AK Steel: December 4, 2019 - Bulletin Print Report; On December 3, 2019, Cleveland-Cliffs, Inc., ("CC"), and AK Steel Holding Corporation, ("AK"), announced the execution of an Agreement and Plan of Merger by...

Schwab/TD Merger Not Assured Of Reorganization Status: November 29, 2019 - Bulletin Print Report; The Charles Schwab Corporation, ("S"), and TD AmeritradeHolding Corporation, ("T"), recently announced that they had entered into a definitive agreeme...

The Willens Deal Survey November 2019: November 18, 2019 - The Deal Survey: November 2019 Print Report; Welcome to our summary of deals for November 2019. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database....

Built-In Gain Update: November 15, 2019 - Bulletin Print Report; The I.R.S. has now acknowledged that, as regards the pending elimination of the "Sec. 338 Approach"* to the determination of "recognized built-in gains," &q...

When Can The N.Y. Knicks Be Acquired?: November 14, 2019 - Bulletin Print Report; The Madison Square Garden Company, ("MSG"), announced that its board of directors has approved "pursuing a revised plan for the proposed separation of its sports...

Loss Corporations Seek "Grandfathering" Of "Sec. 338 Approach": November 13, 2019 - Bulletin Print Report; Where a "loss corporation" experiences an "ownership change," certain limitations are placed upon the amount of taxable income, for any taxable year ending...

The Attribution Rules Do Not Apply to Sec. 269: November 12, 2019 - Volume 13 Issue 217 Print Report; Mr. A directlyowned 100 percent of the stock of M Corporation, (M), and 10 percent of the stock of X Corporation, (X). M directlyowned 45 percent of the s...

Taylor Morrison And William Lyon To Join Forces: November 7, 2019 - Bulletin Print Report; Taylor Morrison Home Corporation, ("TMHC") and William Lyon Homes, ("WLH"), have entered into a definitive agreement pursuant to which TMHC"will...

Pre-'B' Dividends Not Treated as Consideration For the Stock: November 5, 2019 - Volume 13 Issue 212 Print Report; Operating Company, (OC), is owned by BB, a group offormer employees, and a KSOP. The board of directors of OC has determined that creating a public market for i...

Intervening Merger Will Not Taint Previously Announced Split-Off: November 4, 2019 - Volume 13 Issue 211 Print Report; The Prior Ruling Letter (issued to Viacom) concerned a proposed split-off transaction, (the "Split-off Transaction"). The Proposed Split-off has not, as yet, been con...

Digital Realty Trust Will Expand Abroad: October 31, 2019 - Bulletin Print Report; Digital Realty Trust, a real estate investment trust, ("REIT"), and InterXion N.V. announced that they have entered into a definitive agreement "to combine their...

Prologis, Inc. To Acquire Liberty Property Trust: October 30, 2019 - Bulletin Print Report; Prologis, Inc. and Liberty Property Trust, each of which are real estate investment trusts, ("REITs"), announced that the companies have entered into a definitive mer...

Merger Of Family Corporations Produces A "Disguised" Gift: October 29, 2019 - Bulletin Print Report; In 1979, the Cs (MRS and MR), incorporated K. MRS owned 51 percent of K's stock and MR owned 49 percent thereof. Years later,KE, P, and J, the sons of MRS and MR, inc...

Stock Received In Merger Is "Acquired" On the Merger Date: October 28, 2019 - Volume 13 Issue 206 Print Report; X, a dealer in securities, has, for many years, engaged in the purchase and sale of Y stock. On July 31, 1973, in a transaction qualifying as a reorganization under S...

CBS/Viacom--"Like A Pooling": October 23, 2019 - Bulletin Print Report; On August 13, 2019, CBS Corporation, ("CBS"), and Viacom, Inc., ("V"), entered into an Agreement and Plan of Merger which is now on the brink of being consu...

The Willens Deal Survey October 2019: October 23, 2019 - The Deal Survey: October 2019 Print Report; Welcome to our summary of deals for October 2019. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database. <...

Alexion To Acquire Achillion: October 21, 2019 - Bulletin Print Report; Alexion Pharmaceuticals, Inc., ("AL"), entered into an Agreement and Plan of Merger with "Merger Sub," a newly formed, wholly-owned subsidiary of AL, and Ac...

Finder's Fee Ruled Nondeductible: October 17, 2019 - Bulletin Print Report; Plano Molding Co., ("P"), specializes in the manufacture of plastic storage equipment for outdoor sports. In February 2007, Tinicum Capital Partners, ("T"),...

PE To Acquire JAG: October 16, 2019 - Bulletin Print Report; Parsley Energy, Inc., ("PE"), and Jagged Peak Energy, Inc., ("JAG"), announced, on October 14, 2019, that they have entered into a definitive merger agreeme...

NAP To Be Acquired In A "Two-Tier" Deal: October 10, 2019 - Bulletin Print Report; Impala Platinum Holdings Limited, ("IMP"), announced that it has entered into a definitive agreement to acquire 100 percent of the outstanding shares in Canadian PGM&...

Transitory Ownership Does Not Terminate 'S' Election: October 8, 2019 - Volume 13 Issue 193 Print Report; Corporation, ("C"), is an 'S' corporation. The "continuing shareholders" collectively own "a%" of the total stock of C. The &quo...

Hess Midstream Partners To Restructure: October 7, 2019 - Bulletin Print Report; Hess Corporation, ("HC"), and Global Infrastructure Partners, ("GIP"), each owns an approximate 34 percent limited partnership interest in Hess Midstream Pa...

SIX/FUN - Updated 10/7/19: October 7, 2019 - Bulletin Print Report; We thought it would be a good idea to address several of the quest...

The Value Of Stock Must Take Into Consideration A Pending Merger: October 1, 2019 - Bulletin Print Report; Donor, ("D"), is a co-founder and Chairman of the Board of Directors of Corporation A, ("CA"), a publicly traded corporation. On Date 1, D transferred Share...

The Willens Deal Survey September 2019: September 23, 2019 - The Deal Survey: September 2019 Print Report; Welcome to our summary of deals for September 2019. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database....

Can AT&T Spin-Off DTV?: September 19, 2019 - Bulletin Print Report; The Wall Street Journal is reporting that AT&T, Inc. ("T") is considering parting ways with DIRECTV, ("DTV"), and has explored, among other options, a s...

SemGroup Shareholders Will Engage In A "Disguised Sale": September 18, 2019 - Bulletin Print Report; Energy Transfer L.P., ("ET"), a Delaware limited partnership, announced on September 16, 2019that it has entered into a "definitive merger agreement whereb...

Another CVR Sighting: September 17, 2019 - Bulletin Print Report; H. Lundbeck A/S, ("HL"), and Alder BioPharmaceuticals, Inc., ("AB"), announced a definitive agreement for "HL to acquire AB." HL will form an indi...

PRU To Make "Earn-Out" Payments: September 6, 2019 - Bulletin Print Report; Prudential Financial, Inc., ("PRU"), has signed a definitive agreement to acquire a closely held corporation named Assurance I.Q., Inc., ("AIQ"). AIQ is an...

Will Caesars' Foreign Shareholders Be Subjected To Withholding Tax?: September 5, 2019 - Bulletin Print Report; Eldorado Resorts, Inc., ("ERI"), has entered into a definitive agreement with Caesars Entertainment Corporation, ("CEC"),pursuant to which the former...

Avoiding Sec. 332 Nonrecognition Treatment: September 4, 2019 - Volume 13 Issue 170 Print Report; Y owned all of the stock of Z. On February 20, 1979, Y sold 333 of the 1,000 shares of Z stock to an unrelated party, W. The purchase price and terms of the transacti...

I.R.S. Ruling Regarding Invesco's Acquisition Of OAC From MMLIC: September 3, 2019 - Bulletin Print Report; USP is the common parent of an affiliated group of corporations that files a consolidated federal income tax return. USP is Massachusetts Mutual Life Insurance Company. UST is...

Tallgrass Energy L.P. Is A Corporation: August 30, 2019 - Bulletin Print Report; On August 7, 2019, Tallgrass Energy L.P., ("TGE"), announced that the board of directors of its general partner had received a proposal from Blackstone Infrastructure...

FTI Will Pursue A Tax-Free Spin-Off: August 28, 2019 - Bulletin Print Report; In early 2017, Technip S.A., ("TEC"), and FMC Technologies, Inc., ("FTI"), engaged in an "inversion" transaction in which (i) TEC was merged with...

AMGN Will Acquire Otezla: August 27, 2019 - Bulletin Print Report; In order to secure neededapproval from the Federal Trade Commission, ("FTC"),for the Bristol-Myers-Squibb, ("BMY"), acquisition, Celgene Corpora...

VMware To Annex Pivotal Software and Carbon Black: August 23, 2019 - Bulletin Print Report; VMware, Inc., ("VMW"), is controlled by Dell Technologies, ("DT"). From what we can gather, DT wholly owns EMC and the latter owns approximately 97 percent&...

The Willens Deal Survey August 2019: August 22, 2019 - The Deal Survey: August 2019 Print Report; Welcome to our summary of deals for August 2019. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.

Gannett Merger Will Not Qualify As A Reorganization: August 7, 2019 - Bulletin Print Report; New Media Investment Group, Inc., ("NEWM"), and Gannett Co., Inc., ("GCI"), announced that NEWM and GCIhave entered into a definitive agreement "...

Chevron's Q2 Earnings Contain Some Tax "Noise": August 5, 2019 - Bulletin Print Report; Chevron Corporation, ("CVX"), recently reported its second quarter earnings. They were much improved vis a vis the second quarter of 2018. In fact, the current quarte...

The "Last Resort" Formulation of the Business Purpose Test: August 5, 2019 - Volume 13 Issue 149 Print Report; X Corporation, (X), and Y Corporation, (Y), have been engaged in the active conduct of a warehousing business and a transportation business, respectively, for the las...

GHDX Shareholders Will Be Taxed On The EXAS Stock They Receive: July 31, 2019 - Bulletin Print Report; Exact Sciences Corporation, (EXAS), and Genomic Health, Inc., (GHDX), have entered into a definitive agreement under which EXASwill combine with GHDX"for $72.0...

MYL And PFE To Undertake A "Reverse Morris Trust" Transaction: July 30, 2019 - Bulletin Print Report; MylanN.V., ("MYL"), and Pfizer, Inc., ("PFE"), announced a definitive agreement "...to combine MYL with Upjohn, PFE's off-patent branded and...

Dusting Off The Sprint/T-Mobile Merger: July 29, 2019 - Bulletin Print Report; It now appears, since the Department of Justice has signed off on the deal, that the historic combination of T-Mobile US, Inc., ("T"), and Sprint Corporation, ("...

FB's Q2 Earnings Reflect "Altera" Loss And FTC Accrual/Sprint's NOLs: July 25, 2019 - Bulletin Print Report; Facebook Inc.'s second quarter earnings reflecta "provision for income taxes" in the amountof $2.216 billion, contributing to a depressed net income f...

The Willens Deal Survey July 2019: July 25, 2019 - The Deal Survey: July 2019 Print Report; Welcome to our summary of deals for July 2019. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.

CMH's "Going Private" Transaction Will Produce Deemed Dividends: July 22, 2019 - Bulletin Print Report; On February 1, 2019, Carmanah Technologies Corporation, (TSX: CMH), completed the sale of a substantial portion of its assets to SPX. Since then, the company has been pondering...

Hillenbrand's "RTM" Will Be Taxable: July 18, 2019 - Bulletin Print Report; Hillenbrand, Inc., ("H"), and Milacron Holdings Corporation, ("M"), recently announced that they have entered into a definitive agreement "under which...

Will Withholding Tax Be Imposed On The OXY Merger Consideration?: July 12, 2019 - Bulletin Print Report; The transactioninvolving Occidental Petroleum Corporation, ("OXY"), and Anadarko Petroleum Corporation, ("APC"), is relatively straightforward, i.e.,...

SunCoke Energy, Inc. "Rolls Up" SunCoke Energy Partners LP: July 1, 2019 - Bulletin Print Report; Sun Coke Energy, Inc., ("SC"), and its affiliates owned approximately 62 percent of the interests in SunCoke Energy Partners, L.P., ("SXCP"). On June 28, 20...

U.S. Ecology And NRC Group To Form A Holding Company: June 25, 2019 - Bulletin Print Report; U.S. Ecology, Inc., ("U"), announced that it has entered into a definitive merger agreement with NRC Group Holdings Corporation, ("N"), "in an all-stoc...

CZR To Combine With ERI: June 24, 2019 - Bulletin Print Report; Eldorado Resorts, Inc., ("ERI"), and Caesars Entertainment Corporation, ("CZR"), announced that they have entered into a definitive merger agreement "t...

The Willens Deal Survey June 2019: June 20, 2019 - The Deal Survey: June 2019 Print Report; Welcome to our summary of deals for June 2019. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.

CJ And FRAC Will Engage In A "Merger Of Equals": June 20, 2019 - Bulletin Print Report; C&J Energy Services, ("CJ"), and Keane Group, Inc., ("FRAC"), announced that they have entered into a definitive agreement whereby the companies "w...

Overlapping Ownership Rule Protects EchoStar From Gain Recognition: June 17, 2019 - Bulletin Print Report; On May 19, 2019, DISH Network Corporation, ("D"), and BSS Merger Sub, Inc., ("MS"), entered into a "Master Transaction Agreement" with EchoStar&nb...

UTX Will Combine With RTN: June 11, 2019 - Bulletin Print Report; Raytheon Co., ("RTN"), and United Technologies Corp., (UTX), have entered into an agreement to combine "in an all-stock merger of equals." At the Effective...

"Conversion Transactions" Following Spin-Offs Will Be Penalized: June 5, 2019 - Bulletin Print Report; Any hope that "opco/propco" spin-offs, transactions that were briefly popular in the early part of this decade, would be resuscitated has now been conclusively elimin...

Infineon Technologies To Acquire Cyress Semiconductor: June 4, 2019 - Bulletin Print Report; Infineon Technologies AG, ("IT"), and Cypress Semiconductor Corporation, ("CY"), announced that the companies have signed a definitive agreement pursuant to...

Holder of Voting Trust Certificate Is "Direct Owner" of Stock: May 29, 2019 - Volume 13 Issue 102 Print Report; P is the common parent of an affiliated group of corporations that files a consolidated Federalincome tax return. T was previously the common parent of an unrel...

Avon Will Expatriate: May 23, 2019 - Bulletin Print Report; Natura & Co., ("N"), a Brazilian corporation announced that it is acquiring Avon Products, Inc., ("API"), "in an all-stock transaction." As pa...

The Willens Deal Survey May 2019: May 21, 2019 - The Deal Survey: May 2019 Print Report; Welcome to our summary of deals for May 2019. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.

DISH And SATS Announce An "RMT" Transaction: May 21, 2019 - Bulletin Print Report; DISH Network Corporation, ("DISH") and EchoStarCorporation, ("SATS"), have entered into a "Master Transaction Agreement" in connection with...

Edgewell Personal Care Will Effect A "Qualified Stock Purchase": May 15, 2019 - Bulletin Print Report; Edgewell Personal Care Company, ("EPC") and Harry's, Inc., ("H"), a private company, announced that they have entered into a definitive agreement under...

G.E. Was Going To Satisfy Sec. 355(a) But Flunk Sec. 355(e): May 14, 2019 - Bulletin Print Report; In some cases, spin-offs have a dual character. They can be tax-free at the shareholder level, but taxable at the distributing corporation level. General Electric Company, (&qu...

OXY Wins The Battle For APC: May 13, 2019 - Bulletin Print Report; Occidental Petroleum Corporation, ("OXY"), has won the battle it was waging with Chevron Corporation, ("C"),with respect to the acquisition of Anadark...

Buckeye Partners LP To "Go Private": May 13, 2019 - Bulletin Print Report; IFM Investors and Buckeye Partners LP, ("BPL"), announced a definitive agreement under which the IFM Global Infrastructure Fund will acquire all of the outstand...

MPLX And ANDX To Combine: May 9, 2019 - Bulletin Print Report; Marathon Petroleum Corporation, ("MPC"), and MPLX LP, and Andeavor Logistics LP, ("ANDX"),announced that the two midstream companies, MPLX and ANDX, h...

Johnson Controls Launches Buyback/OXY Revises Its Offer: May 7, 2019 - Bulletin Print Report; Johnson Controls International plc, ("JCI"), recently completed...

Liberty Expedia Holdings' I.R.S. Ruling Issued: May 7, 2019 - Bulletin Print Report; LTR201918015, January 30, 2019, is the private letterruling secured by Liberty Expedia Holdings, ("HC"), with respect to its merger with and into Expedia...

GDI And IR To Engage In An "RMT" Transaction: April 30, 2019 - Bulletin Print Report; Gardner Denver Holdings, Inc., ("GDI"), approximately 35 percent of the stock of which is owned by KKR, and Ingersoll-Rand plc, ("IR"), an "inverted&qu...

OXY Will Top CVX's Offer For APC: April 25, 2019 - Bulletin Print Report; Occidental Petroleum Corporation, ("OXY"), delivered a letter to the Board of Directors of Anadarko Petroleum Corporation, ("APC"), "setting forth the...

The Willens Deal Survey April 2019: April 24, 2019 - The Deal Survey: April 2019 Print Report; Welcome to our summary of deals for April 2019. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.

Cash Payment Does Not Spoil 'C' Reorganization: April 23, 2019 - Volume 13 Issue 77 Print Report; In Year 1, a foreign corporation (ACQ) entered into a plan of acquisition (Merger Agreement) with a U.S. corporation (T). The parties treated the acquisition as a reo...

Liberty Expedia Holdings Will Merge With And Into Expedia Group: April 22, 2019 - Bulletin Print Report; Liberty ExpediaHoldings, Inc., (LEH),was "split-off"from Liberty Interactive in 2016. See The Willens Report, Merger of Mutual Savings Banks Is a Reorganization; April 17, 2019 - Volume 13 Issue 74 Print Report; X corporation, (X), and Y corporation, (Y), have operated continuously for many years as mutual savings banks. Neither had anycapital stock outstanding....

Chevron And Anadarko To Combine: April 15, 2019 - Bulletin Print Report; Chevron Corporation, ("C"), announced, on April 12, 2019, that it has entered into a definitive agreement with AnadarkoPetroleum Corporation, ("A"), &...

BioScrip, Inc. Will Engage In A 'D' Reorganization: April 11, 2019 - Bulletin Print Report; BioScrip, Inc., ("BS"), and Option Care Enterprises, ("O"),a private entity, announced that they have entered into a definitive merger agreement. Unde...

Leo Holdings Corporation To "Domesticate": April 10, 2019 - Bulletin Print Report; CEC Entertainment, Inc., ("CEC"), and Leo Holdings Corporation, ("LHC"), a publicly traded "SPAC," announced that LHC and QuesoHoldings, Inc...

Versum Materials To Pay "Termination Fee": April 9, 2019 - Bulletin Print Report; Versum Materials, Inc., ("V"), and Entegris, Inc., ("E"), had entered into a definitive merger agreement pursuant to which V was to have merged, in a "...

MGM Resorts International/MGM Growth Properties, LLC—Is A Taxable Spin-off Viable?: April 4, 2019 - Bulletin Print Report; MGM Resorts International, (“MGM”), owns 100 percent of the Class B stock of MGM Gro...

Altaba, Inc. Will Completely Liquidate: April 3, 2019 - Bulletin Print Report; There will be no "cash rich" split-offs or "downstream mergers" (in which Alibaba Group Holding Ltd. acquires the stock of Altaba, Inc. in exchange for Alib...

I.R.S. Releases Fortiv's "RMT" Ruling: April 1, 2019 - Bulletin Print Report; D (FortivCorporation) has a single class of voting common stock outstanding. D directly owns all of the equity interests in DRE 1, Sub 1, Sub 2, and Sub 3. DRE 1 owns all...

CNC To Acquire WCG In A "Two-Step" Merger: March 28, 2019 - Bulletin Print Report; Centene Corporation, ("CNC"), and WellCare Health Plans, Inc., ("WCG"), announced, on March 27, 2019,that "CNC will acquire WCG in a cash and sto...

Novartis AG Will Soon Spin-Off Alcon, Inc.: March 26, 2019 - Bulletin Print Report; Novartis AG, a Swiss resident corporation, will be distributing to its shareholders, including holders of itsADRs, all of the stock of its newly-formed subsidiary, Alcon,...

Nexstar To Sell Assets To Be Acquired From Tribune Media: March 25, 2019 - Bulletin Print Report; Nexstar Media Group, ("N"), will acquire, pursuant to a "reverse subsidiary cash merger," all of the Class A and Class B stock of Tribune Media, ("TM&q...

The Willens Deal Survey March 2019: March 21, 2019 - The Deal Survey: March 2019 Print Report; Welcome to our summary of deals for March 2019. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.

The Fox/Disney Deal Finally Closes: March 20, 2019 - Bulletin Print Report; The historic"Morris Trust" transaction involving 21st Century Fox, ("21CF"), and The Walt Disney Co., ("DIS"), has finallyclosed. The...

Fidelity National Information Services And Worldpay To Combine: March 19, 2019 - Bulletin Print Report; Fidelity National Information Services, Inc., ("FIS"), and Worldpay, Inc., ("WP"), announced that they have entered into a definitive merger agreement. At c...

Circular Flow of Cash Is Disregarded: March 14, 2019 - Volume 13 Issue 50 Print Report; X Corporation, (X), a state-charteredbanking institution, had outstanding 2,000 shares of common stock which were publicly-held. X decided that its stock should...

BAM Will "Roll Up" OAK: March 13, 2019 - Bulletin Print Report; Brookfield Asset Management, Inc., ("BAM"), and Oaktree Capital Group, LLC, ("OAK"), announced an agreement whereby BAM "will acquire approximately 62...

The "Silver Lining" In A Failed Spin-Off: March 11, 2019 - Bulletin Print Report; A spin-off that otherwise satisfies the requirements of Sec. 355 of the Code, is, nevertheless, taxable, at the corporate level, if it is part of a plan (or series of related t...

Forward Merger Constitutes Purchase of Assets: February 26, 2019 - Volume 13 Issue 38 Print Report; Pursuant to an agreement, T merged into PU, a wholly owned subsidiary of P. The shareholders of T received cash and promissory notes in exchange for their T stock. By...

The Willens Deal Survey February 2019: February 25, 2019 - The Deal Survey: February 2019 Print Report; Welcome to our summary of deals for February 2019. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database....

Mortgage Lien Survived Non-Judicial Foreclosure Sale: February 7, 2019 - Bulletin Print Report; The Ks owned real property in Richlands, Virginia. The Ks executed a credit line deed of trust, (the "Deed of Trust"), on September 26, 2007 for the benefit of First...

Liberty Expedia Holdings And Expedia Explore A "Downstream Merger": February 6, 2019 - Bulletin Print Report; Several years ago, Liberty Interactive, ("LI"), in a "split-off" transaction, distributed to its shareholders its stock inLiberty Expedia Holdings, In...

G.E.'s Distribution Of Spinco's Stock Will Now Be Taxable: January 25, 2019 - Bulletin Print Report; WabtecCorporation, ("WAB"), and General Electric Company, ("GE"), announced today they have modified the terms of their merger agreement in a manner t...

FDC Will Likely Undergo An "Ownership Change": January 22, 2019 - Bulletin Print Report; Fiserv, ("FISV"), and First Data Corporation, ("FDC"), announced that their boards of directors have unanimously approved "a definitive merger agreemen...

The Willens Deal Survey January 2019: January 22, 2019 - The Deal Survey: January 2019 Print Report; Welcome to our summary of deals for January 2019. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database. <...

Can New Disney Spin-Off The RSNs?: January 16, 2019 - Bulletin Print Report; Apparently, the Justice Department will permit New Disney to divest the regional sports networks, ("RSNs"), it will be acquiring in the Fox acquisition by means of a...

CQH's Merger With LNG Constituted A Reorganization: January 15, 2019 - Bulletin Print Report; Cheniere Energy, Inc., ("LNG"), several years ago, created CheniereEnergy Partners LP Holdings, ("CQH"), as a vehicle through which institutional inve...

"Time Phased Voting" Successfully Used In An "RMT" Transaction: January 15, 2019 - Volume 13 Issue 10 Print Report; Distributing, ("D"), conducts Business A and Business B. D has a single class of voting common stock outstanding. D also has two classes of preferred stock outstandin...

Newmont Mining Corporation "Gives Its Two Cents": January 15, 2019 - Bulletin Print Report; Newmont Mining Corporation, ("NEM"), a corporation existing under the laws of Delaware, and Goldcorp, Inc., ("GG"), a corporation existing under the laws of...

Fox Corporation Files Form 10--Spin-Off Tax Treatment Remains Murky: January 8, 2019 - Bulletin Print Report; The Form 10 for Fox Corporation, ("New Fox"), was filed yesterday. The filing describes in detail the first part of the Walt Disney Co./Twenty-FirstCentury Fox,...

BMY Will Acquire CELG: January 7, 2019 - Bulletin Print Report; Bristol-Myers Squibb Co., ("BMY"), and Celgene Corporation, ("CELG"), announced that they have entered into a definitive merger agreement in connection with...

Does Sec. 1234A Apply To CVRs?: January 7, 2019 - Bulletin Print Report; The transaction in which Bristol-Myers Squibb, Co.,("BMY"), will acquire all of the stock of CelgeneCorporation, ("CELG"), features, as an integ...

Wash Sale Considerations For Year-End Tax Loss Sellers: December 26, 2018 - Bulletin Print Report; The market's swoon has left many investors with unrealized losses that, if they were recognized, could shelter from taxation capital gains recognized earlier in the year. (...

Express Scripts/Cigna...One More Thing: December 26, 2018 - Bulletin Print Report; New Cigna, (NC), recently completed its "double dummy" acquisition of the stock of Old Cigna, (OC), and Express Scripts, (ES). NC, through the mechanism of twin rever...

Training Costs Are Deductible: December 24, 2018 - Volume 12 Issue 246 Print Report; Sec. 162 and Reg. Sec. 1.162-1(a) allow a deduction for all the ordinary and necessary expenses paid or incurred during the taxable year in carrying on any trade or b...

Express Scripts And Cigna Engage In A "Double Dummy" Transaction: December 21, 2018 - Bulletin Print Report; Cigna Corporation, ("CC"), has finally completed its businesscombination with Express Scripts Holding Co., ("ESH"), effective December 20, 2018. The t...

The Willens Deal Survey December 2018: December 19, 2018 - The Deal Survey: December 2018 Print Report; Welcome to our summary of deals for December 2018. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database....

CVS Health Corp. Completes Its Acquisition Of Aetna, Inc.: December 17, 2018 - Bulletin Print Report; On November 28, 2018, CVS Health Corporation, ("CVS"), completed its historic acquisition of Aetna, Inc., ("AET"). The transaction was structured as a "...

Are AABA And BABA Substantially Identical?: December 14, 2018 - Bulletin Print Report; Investors who purchased shares in Alibaba Group Holding, Ltd., ("BABA"), within the last six months or so will probably have sustaineda "paper" loss w...

"Covered Transactions": December 14, 2018 - Volume 12 Issue 240 Print Report; On Date 5, the following steps were taken to effectuate the merger transaction (the "Transaction"): (1) C1 formed P, and P formed Sub 1 and Sub 2; (2) Sub 1...

TVTY To Acquire NTRI: December 11, 2018 - Bulletin Print Report; Tivity Health, Inc., ("TVTY"), and Nutrisystem, Inc., ("NTRI"), announced that they have entered into a definitive agreement under which TVTY"wil...

Tribune Media Co. To Be Acquired By Nexstar Media Group, Inc.: December 5, 2018 - Bulletin Print Report; It appears that Tribune Media Company, ("TMC"), has now found a home. On November 30, 2018, TMCentered into an Agreement and Plan of Merger in connection with w...

TESARO Will Have Undergone Multiple Ownership Changes: December 4, 2018 - Bulletin Print Report; GlaxoSmithKline, plc, ("GSK"), and TESARO, Inc., ("T"), have entered into a definitive agreement pursuant to which GSK(through a lower-tier subsidiary...

CPLP Will Engage In The Partnership Version Of An "RMT" Transaction: December 3, 2018 - Bulletin Print Report; Capital Product Partners, L.P., (CPLP), and DSS Holdings L.P., ("DSS"), a privately held company...have entered into a definitive transaction agreement pursuant to wh...

Pan American Silver's Plan Of Arrangement Will Be A Reorganization: November 30, 2018 - Bulletin Print Report; As previously reported, Pan American Silver Corporation, ("P"), and Tahoe Resources, Inc., ("T"), both Canadian corporations, have entered into a definitive...

UTX Will Separate Its Businesses Via Tax-Free Spin-Offs: November 27, 2018 - Bulletin Print Report; United Technologies Corporation, ("UTX"), announced the completion of the acquisition of Rockwell Collins, Inc., (COL), and, perhapsmore importantly, the compan...

United Technologies Poised To Complete Rockwell Collins Deal: November 26, 2018 - Bulletin Print Report; It appears that the last regulatory hurdle has now been cleared and the United Technologies/Rockwell Collins transaction will be consummated within the next few business days....

The "All E&P Amount": November 23, 2018 - Volume 12 Issue 225 Print Report; On Date D, ACQ contributed ACQ stock to S1. T1 and T2 were domestic corporations owned by P. T1 and T2 each transferred substantially all of their assets and liabilit...

The Willens Deal Survey November 2018: November 20, 2018 - The Deal Survey: November 2018 Print Report; Welcome to our summary of deals for November 2018. Full reports on some of these transactions can be found via the link in the description, or by searching the company...

PAAS To Issue CVRs To The TAHO Shareholders: November 19, 2018 - Bulletin Print Report; One of the more interesting deals we have encountered will involve two Canadian mining corporations who are seeking to join forces. Thus, Pan American Silver Corporation, (&quo...

Sec. 304 Will Rarely Turn A Capital Gain Into A Dividend: November 16, 2018 - Bulletin Print Report; Certain recent deals, including the landmark Disney/Fox transaction and the Takeda/Shire transaction, have been structured as acquisitions by the acquiring corporation of the s...

Dell Sweetens Its Offer For Its Class V Stock: November 16, 2018 - Bulletin Print Report; Some of the most prominent and successful investors in the country have exerted pressure on Dell Technologies, Inc., ("DTI") to sweeten the terms of its so-called &qu...

IPO And Mergers Produce "Global" Sec. 351 Transaction: November 15, 2018 - Volume 12 Issue 220 Print Report; ACQ was formed in Year 1 as a State A corporation. Its goal was to become "a leading consolidator and operator of Business 1 and Business 2." &nbs...

Takeda's Taxable Acquisition Of Shire: November 12, 2018 - Bulletin Print Report; Takeda has published the "scheme document" in connection with its acquisition of Shire. The acquisition is to be implemented by way of a Court-sanctioned "scheme...

WGP To "Roll Up" WES: November 12, 2018 - Bulletin Print Report; Western Gas Partners, L.P., ("WES"), and Western Gas Equity Partners, L.P., ("WGP"), announced that they have entered into a merger agreement pursuant to wh...

Encana's Stock Will Be Taxable To Newfield's Shareholders: November 5, 2018 - Bulletin Print Report; Encana Corporation, ("ECA"), a Canadian corporation, and NewfieldExploration Company, ("NFX"), announced that they have entered into a definitive agre...

CHK Will Acquire WRD: October 31, 2018 - Bulletin Print Report; Chesapeake Energy Corporation, ("CHK"), and WildHorse Resource Development Corporation, ("WRD"), announced that CHK"has entered into a definitive...

I.B.M./Red Hat--Accounting For Deferred Revenue: October 30, 2018 - Bulletin Print Report; International Business Machines Corporation, ("IBM"), and Red Hat, Inc., ("RHI"), have, as everyone is now aware, entered into a definitive agreement pursua...

Some Call Options (Received in a Reorganization) Constitute "Boot": October 29, 2018 - Volume 12 Issue 207 Print Report; M Corporation, (M), owned seven percent of the outstanding commonstock of Y Corporation, (Y). All of M's preferred stock, which was non-convertible (into co...

More "CVRs": October 26, 2018 - Bulletin Print Report; Another deal in the healthcare space is using "contingent value rights," ("CVRs"), to provide the selling shareholderswith additional consideration, b...

Invesco Will Acquire Oppenheimer From MMLIC: October 26, 2018 - Bulletin Print Report; Invesco, Ltd., ("IVZ"), has announced an agreement to acquire, from Massachusetts Mutual Life Insurance Company, ("MMLIC"), Oppenheimer Acquisition Corporat...

The Willens Deal Survey October 2018: October 24, 2018 - The Deal Survey: October 2018 Print Report; Welcome to our summary of deals for October 2018. Full reports on some of these transactions can be found via the link in the description, or by searching the company n...

ENLK Will "Roll-Up" Into ENLC: October 24, 2018 - Bulletin Print Report; The demise of MLPs, brought on by the reduction in the corporate tax rateand certain regulatory actions, continues apace. The latest MLP to be "rolled-up" into...

DWDP Provides Information On Spin-Offs: October 22, 2018 - Bulletin Print Report; DowDuPont, (DWDP), is making progress on its promise to separate itself into three publicly traded corporations, each conducting a separate and distinctelement of DWDP...

Purchase of Assets Not a "De facto Merger": October 22, 2018 - Volume 12 Issue 202 Print Report; Between 1999 and 2001, CL incurred a debt to CP of approximately $240,000 for services rendered by CP to CL. On February 7, 2001, A entered into an agreement with CL...

Why Are There Limitations On HRS's Buyback Capacity?: October 17, 2018 - Bulletin Print Report; Harris Corporation, (HRS), and L3 Technologies, Inc., (LLL), have agreed to combine in an "all-stock merger of equals." After the merger is completed, the combined co...

Can Dell Spin-Off (Or Split-Off) VMware?: October 15, 2018 - Bulletin Print Report; Dell Technologies, Inc., ("D"), has two groups of common stock, the DHI Group Common Stock; and the Class V Common Stock. The Class V Common Stock is intended to &quo...

New York City Follows Rev. Rul. 99-6 For "UBT" Purposes: October 12, 2018 - Bulletin Print Report; LLC is treated as a partnership for federal tax purposes. The members of LLC are selling their membership interests to PUR. The sale will bestructured as a merger of a wh...

SIR Announces Tax Profile Of Special Distribution: October 4, 2018 - Bulletin Print Report; Government Properties Income Trust, ("GOV"), and Select Income REIT, ("SIR"), have entered into a definitive merger agreement, (the "Merger"). The...

Taxpayer Unable To Shift Incidence of Tax From Sale of Stock: October 3, 2018 - Volume 12 Issue 189 Print Report; In 1986, RV and TJ formed OSI, Inc., (OSI). In 1995, RV formed several limited liability companies (LLCs). The LLCs elected to be treated as partnerships for tax purp...

SIRI To Acquire P: September 25, 2018 - Bulletin Print Report; Sirius XM Holdings, Inc., ("SIRI"), and Pandora Media, Inc., ("P"), have announced a definitive agreement under which SIRI"will acquire P in an a...

Barrick Gold Announces Acquisition Of Randgold Resources: September 25, 2018 - Bulletin Print Report; The boards of directors of BarrickGold Corporation, ("B"), a Canadian corporation, and Randgold Resources, Ltd., ("R"), a Jersey corporation, announce...

Medtronic Will "Roll-Up" Mazor Robotics: September 24, 2018 - Bulletin Print Report; Medtronic plc, ("MDT"), indirectly owns approximately 15 percent of the stock of Mazor Robotics Ltd., ("MZOR"), an Israeli company. The companies have now d...

The Willens Deal Survey September 2018: September 20, 2018 - The Deal Survey: September 2018 Print Report; Welcome to our summary of deals for September 2018. Full reports on some of these transactions can be found via the link in the description, or by searching the company...

UNVR To Acquire NXEO: September 20, 2018 - Bulletin Print Report; Univar Inc., ("UNVR"), and Nexeo Solutions, Inc., ("NXEO"), announced that they have entered into a definitive agreement for UNVR to acquire NXEO's stoc...

GOV And SIR Will Join Forces: September 18, 2018 - Bulletin Print Report; Government Properties Income Trust, ("GOV"), a REIT, and Select Income REIT, ("SIR"), announced that they have entered into a definitive agreement to merge...

SAIC Will Acquire EGL (And Its Tax Assets): September 11, 2018 - Bulletin Print Report; Science Applications International Corporation, ("SAIC"), and Engility Holdings, Inc., ("EGL"), have entered into a definitive agreement in connection with...

Transitory Corporation Given Credence: September 11, 2018 - Volume 12 Issue 174 Print Report; X Corporation, (X), produces "h." Y Corporation, (Y), unrelated to X,also produces "h."X desires to sell J, an industrial business loc...

Transocean Ltd. To Acquire Ocean Rig UDW, Inc.: September 6, 2018 - Bulletin Print Report; TransoceanLtd., ("RIG"), and Ocean Rig UDW, Inc., ("ORIG"), announced that they have entered into a definitive merger agreement "under which RIG...

Whitbread PLC Will Not Be Taxed On The Sale Of Costa Ltd.: September 5, 2018 - Bulletin Print Report; Whitbread PLC, ("W"), has agreed to the sale of the capital stock of its wholly-owned subsidiary, Costa Ltd., ("CL"), to the Coca-Cola Company, ("KO&qu...

Combining 'S' Corporations: August 29, 2018 - Volume 12 Issue 167 Print Report; LLC 1 is an 'S' corporation. LLC 1 is a holding company whose principal asset is a "b%" membership interest in LLC 3, a partnership. LLC 2, another...

Enbridge Will Take Spectra Private: August 28, 2018 - Bulletin Print Report; Spectra Energy Partners, LP, ("SEP"), is a "publicly-traded partnership" (popularly known as an "MLP") engaged in the transmission, storage, and g...

The Willens Deal Survey August 2018: August 22, 2018 - The Deal Survey: August 2018 Print Report; Welcome to our summary of deals for August 2018. Full reports on these transactions can be found via the link in the description, or by searching the company name in ou...

CMC To Acquire KMG In A Fully Taxable Transaction: August 20, 2018 - Bulletin Print Report; On August 14, 2018, Cabot Microelectronics Corporation, ("CMC"), entered into an Agreement and Plan of Merger with KMG Chemicals Corporation, ("KMG"), provi...

Exception To "Cash In Lieu" Test Not Dependent On Asset Identity: August 16, 2018 - Volume 12 Issue 158 Print Report; X, a publicly held corporation, has outstanding a single class of common stock. Y, also a publicly held corporation, has outstanding one class of common stock and one...

PRGO Can Finally Entertain A Spin-Off: August 14, 2018 - Bulletin Print Report; PerrigoCompany, plc, (PRGO), came into existence in late 2013 in connection with the business combination of PerrigoCompany and Elan Corporationplc. That tran...

Dell's Class V Transaction Is A Recapitalization: August 8, 2018 - Bulletin Print Report; The S-4 regarding Dell Technologies, Inc.'s, ("DTI"), so-called "Class VTransaction" has been issued, providing some helpful guidance regarding&nb...

Bemis And Amcor To Create A "Jersey" Holding Company: August 7, 2018 - Bulletin Print Report; The boards of directors of each of Amcor Ltd., ("AMC"), and Bemis Company, Inc., ("BMS"), have unanimously approved a definitive agreement "under which...

ETE Adopts A "Simplification" Plan For ETP: August 6, 2018 - Bulletin Print Report; Energy Transfer Partners, L.P., ("ETP"), and Energy Transfer Equity, L.P., ("ETE"), recently announced their execution of a definitive merger agreement purs...

Brookfield Affiliate Will Acquire Forest City: August 2, 2018 - Bulletin Print Report; Brookfield Asset Management, Inc., ("BAM"), and Forest City Realty Trust, Inc., ("FC"), announced, as the market was expecting, that they have entered into...

DIS/FOX--Sec. 304 Is Not A Realistic Threat: July 24, 2018 - Bulletin Print Report; The acquisition of Twenty-First Century Fox, Inc., ("F"), by The Walt Disney Co., ("D"), will take the form of a so-called "horizontal double dummy.&qu...

The Willens Deal Survey July 2018 (Inaugural Issue): July 23, 2018 - The Deal Survey: July 2018 Print Report; Welcome to our summary of deals for July 2018. Full reports on these transactions can be found by searching the company name in our database.

GGP Sets Record Date For "Pre-Closing Dividend": July 19, 2018 - Bulletin Print Report; GGP, Inc., ("GGP"), and Brookfield Property Partners, L.P., ("BPY"), are nearing the finish line on their highly engineered transaction, which will culminat...

DPSG Post-Mortem: July 11, 2018 - Bulletin Print Report; One of the more unusual deals we have encountered closed yesterday and, therefore, it seems appropriate to review its equally unusual tax consequences. In the transaction, a ne...

Stock Registration Costs Are Not Deductible: July 11, 2018 - Volume 12 Issue 132 Print Report; X Corporation, (XC), has been engaged in the manufacture of precision equipment for many years. In 1965, it was required to register its stock with the S.E.C. In conn...

IPG's Basis Step Up Is "Worth" $300 Million: July 3, 2018 - Bulletin Print Report; Where a corporation purchases the stock of another corporation, the basis for the stock so acquired is the amount paid, i.e., a "cost" basis, but the acquired corpora...

CVG/SNX Have Proposed A Tax-Free Reorganization: July 3, 2018 - Bulletin Print Report; Convergys Corporation, ("CVG"), has announced an agreement with SYNNEX Corporation, ("SNX"), pursuant to which SNX will acquire CVG "in a cash and stoc...

Acquiring Basis During The "PTTP": July 2, 2018 - Volume 12 Issue 126 Print Report; X, an 'S' corporation, merges into Y, a C corporation, in a merger qualifying as a reorganization under Sec. 368(a)(1)(A). Prior to the merger, A, an individu...

Forced Divestiture Of FOX's "RSNs" Will Result In "Tax Leakage": June 29, 2018 - Bulletin Print Report; The Antitrust Division of the U.S. Department of Justice, ("DOJ"), has cleared the pending acquisition by The Walt Disney Company, ("DIS") of Twenty-First C...

PF Shareholders Will Be Taxed On All Of The Merger Consideration: June 28, 2018 - Bulletin Print Report; Where the acquirer in a business combination uses its stock as part of the merger consideration, the determination of whether such stock can be received on a tax-free basis dep...

FOX/DIS Avoids Withholding By Adopting The "LaQuinta" Approach: June 27, 2018 - Bulletin Print Report; The revised S-4 Registration Statement for the historic business combination of Twenty-First Century Fox, Inc., ("FOX") and The Walt Disney Company, ("DIS")...

Greystar To Achieve A Basis Step-Up: June 27, 2018 - Bulletin Print Report; An affiliate of Greystar Real Estate Partners, GSHGIF LTP, L.P., ("G"), has entered into an agreement to acquire Education Realty Trust, Inc., ("ERT"), a co...

Can FOX Avoid Withholding Tax For Its Foreign Shareholders?: June 25, 2018 - Bulletin Print Report; The transaction in which Twenty-First Century Fox, Inc., ("FOX"), will be absorbed by The Walt Disney Company, ("DIS"), will be preceded by a spin-off of Ne...

DIS And FOX Revise The Structure Of Their Deal: June 22, 2018 - Bulletin Print Report; The Walt Disney Company's revised offer for Twenty-First Century Fox, Inc., ("Parent and the "Company," respectively), also includes a change in the structur...

DIS Ups The Ante: June 20, 2018 - Bulletin Print Report; As expected, the Walt Disney Company, ("DIS"), in response to the overture made by Comcast, has signed an amended acquisition agreement with Twenty-First Century Fox,...

SUPERVALU Attempts To "Monetize" Its Capital Loss Carryover: June 18, 2018 - Bulletin Print Report; SUPERVALU, Inc., ("SU"), recently announced a complex transaction which, apparently, has as its aim (i) the eventual divestiture of its Retail operations, and (ii) th...

AT&T And Time Warner Are Now Poised To Merge: June 14, 2018 - Bulletin Print Report; It looks as though the transformative AT&T, Inc., ("T"), acquisition of Time Warner, Inc., ("TWI"), can now proceed. We do not believe that there have b...

Altaba Opts For "Tax Leakage": June 7, 2018 - Bulletin Print Report; Has Altaba, Inc., ("AABA"), given up the ghost as respects the "tax-efficient" monetization of its holdings in Alibaba Group Holding Ltd., ("BABA"...

Earn-Out Consideration Must Consist Primarily Of Voting Stock: June 6, 2018 - Volume 12 Issue 108 Print Report; Parent owns all of the stock of Merger Sub, ("M-S"), and C1. C1 owns all of the stock of C2. C2 owns all of the stock of C3. C3 owns all of the interests in LLC1 and...

Another MLP "Rollup" Planned: June 6, 2018 - Bulletin Print Report; One of the central themes of the Tax Cuts and Jobs Act, (the "Act"), has been the incorporation of MLPs, an event apparently precipitated by the large gap between cor...

When Does An Exchange Have "The Effect" of a Dividend?: June 5, 2018 - Volume 12 Issue 107 Print Report; The taxpayer, (TP), was the sole shareholder of Basin Corporation, (B). An agreement providing for a "forward triangular merger",in whichB would...

KLXI Will Not Assert The "Integrated Transaction Doctrine": June 4, 2018 - Bulletin Print Report; KLX, Inc., ("KLX"), recently entered into a definitive merger agreement to be acquired by The Boeing Company, ("B"). A wholly-subsidiary of B will be newly...

DIS/FOXA Deal Hinges On "Skadden Opinion": June 4, 2018 - Bulletin Print Report; The proxy materials issued in connection with the historic "Morris Trust" transaction involving The Walt Disney Company, ("Disney"), and Twenty-First Centur...

Spinco Stock Not "Other Property Or Money": June 4, 2018 - Volume 12 Issue 106 Print Report; X corporation has been engaged in the active conduct of two separate and distinct businesses--(i) toy manufacturing; and (ii) hand tool manufacturing--for well in excess of fiv...

What Disney Can Learn From The Shire/Baxalta Experience: May 29, 2018 - Bulletin Print Report; On July 1, 2015, Baxter International, Inc. distributed slightly more than 80 percent of the stock of Baxalta, Inc., ("B"), to its shareholders in a transaction inten...

G.E.'s Morris Trust Transaction Bears A Close Resemblance To FOX's: May 25, 2018 - Bulletin Print Report; Westinghouse Air Brake Technologies Corporation, ("WAB"), has entered into a definitive agreement to combine with GE Transportation, ("SpinCo"), a unit of G...

Can Disney Offer Cash And Stock For Fox?: May 24, 2018 - Bulletin Print Report; The difference between the Disney offer and the rumored Comcast offer for Fox boils down to taxes. In each case, the preliminary spin-off, because it runs afoul of Sec. 355(e),...

Fifth Third Bancorp Will Acquire MB Financial, Inc.: May 23, 2018 - Bulletin Print Report; Fifth Third Bancorp, ("FTB"), has entered into a plan and agreement pursuant to which it will acquire the properties (not the stock) of MB Financial, Inc., ("MBF...

NLY/MTGE To Engage In A "Cash-Option" Merger: May 17, 2018 - Bullletin Print Report; Annaly Capital Management, Inc., ("NLY"),, a REIT, and MTGE Investment Corporation, ("MTGE"), recently announced the signing of a definitive merger agreemen...

Shire's Scheme Of Arrangement Will Not Qualify As A Reorganization: May 14, 2018 - Bulletin Print Report; Takeda Pharmaceutical Company, Ltd., ("TPC"), and Shire plc, ("SH"), have agreed to engage in a business combination that will see the former TPC shareholde...

IFF's Stock Will Be Taxable: May 10, 2018 - Bulletin Print Report; International Flavors & Fragrances, Inc., ("IFF"), and Frutarom Industries Ltd., ("FRUT"), a company organized under the laws of Israel, have entered in...

Tax Profile Of Recently Announced Transactions: May 8, 2018 - Bulletin Print Report; 1. KLX, Inc./Boeing--KLX will spin-off "unwanted assets," i.e., the "ESG" business, and, as part of the overall plan, Boeing will acquire the stock of KLXI...

Direct Ownership Not Compromised By "SSA": May 8, 2018 - Volume 12 Issue 88 Print Report; USP is the common parent of an affiliated group of corporations that join in filing a consolidated income taxreturn. USP is a wholly owned subsidiary of Foreign...

When A Debtor Merges Into Its Creditor: May 7, 2018 - Volume 12 Issue 87 Print Report; In a prior transaction unrelated to the present statutory merger, X purchased from certain banks, at a cost of $20,000, outstanding notes of Y in the unpaid face amou...

Walmart Will Realize A Loss On the "Sale" Of Asda Group: May 3, 2018 - Bulletin Print Report; Walmart, Inc., ("W"), owns all of the stock of Asda Group Ltd., ("AGL"). Recently, W announced its intention to dispose of its investment in AGL, but will d...

ILG To Be Acquired Nearly Two Years After Its "RMT" Transaction: May 2, 2018 - Bulletin Print Report; On May 11, 2016, Starwood Hotel & Resorts Worldwide, Inc., ("Starwood"), spun off the stock of its subsidiary, Vistana Signature Experiences, Inc., ("Vistana...

KLXI To Undertake A "Cash" Morris Trust Transaction: May 2, 2018 - Bulletin Print Report; KLX, Inc., ("KLXI"), is selling its "ASG" business to The Boeing Company, ("B"). However, B has no interest in acquiring or operating KLXI's o...

Merger Agreement Discloses Unusual Format For S/TMUS Combination: May 1, 2018 - Bulletin Print Report; The historic combination of Sprint Corporation, ("S"), and T-Mobile US, Inc., ("TMUS"), will be accomplished in an unorthodox manner. It is the overriding o...

MPC And ANDV To Engage In A "Two-Step" Merger: May 1, 2018 - Bulletin Print Report; Marathon Petroleum Corporation, ("MPC"), and Andeavor, ("ANDV"), have entered into a definitive merger agreement "under which MPC will acquire all of A...

Is A "Cross-Border" RMT Transaction A Device?: April 30, 2018 - Bulletin Print Report; Distributing, ("D"), a publicly traded State A corporation, is the parent of a worldwide group of corporations. Prior to the Transaction, D and its subsidiaries were...

What Becomes Of Sprint's Net Operating Losses?: April 30, 2018 - Bulletin Print Report; As everyone knows by now, Sprint Corporation, ("S"), the parent of Sprint Communications, Inc., and T-Mobile US, Inc., ("TMUS"), have agreed to a merger (we...

Takeda And Shire Are Headed To The Altar: April 25, 2018 - Bulletin Print Report; The board of Shire PLC received another revised proposal from Takeda Pharmaceutical Co. Ltd. regarding Takeda's desire to acquire Shire PLC. This latest proposal, unlike th...

HSIC To Engage In An "RMT" Transaction: April 23, 2018 - Bulletin Print Report; Henry Schein, Inc., ("HSIC"), and Direct Vet Marketing, Inc., ("DVM"), have announced their intention to engage in a "Reverse Morris Trust," (&quo...

Has Dell Technologies, Inc. Abandoned The "Reverse" Merger?: April 17, 2018 - Bulletin Print Report; It has been reported in both Bloomberg and Barron's that Dell Technologies, Inc., ("DTI"), the owner of the majority of the...

Is The CBI/MDR Combination A Reorganization?: April 4, 2018 - Bulletin Print Report; McDermott International, Inc., ("MDR"), and Chicago Bridge & Iron Co. N.V., ("CBI"), are engaging in a business combination that features several steps...

I.R.S. Previews "Interest Disallowance" Regulations: April 3, 2018 - Bulletin Print Report; One of the more controversial provisions of the Tax Cuts and Jobs Act, (the "Act"), is the one which places a cap on the amount of "business interest" that...

Is Tallgrass A "FERC Casualty?": March 29, 2018 - Bulletin Print Report; A few weeks ago, the Federal Energy Regulatory Commission, ("FERC"), announced its intention to alter the rate-setting process for certain of its "clients,"...

BPY To Acquire GGP: March 28, 2018 - Bulletin Print Report; Brookfield Property Partners L.P., ("BPY"), a publicly traded partnership, (i.e., an MLP), organized under the laws of Bermuda, and GGP, Inc., ("GGP"), have...

"Last Resort" Test Satisfied: March 26, 2018 - Bulletin Print Report; Sec. 355 of the Internal Revenue Code applies to a spin-off (or split-off) only if, among several other requirements, "it is carried out for one or more corporate business...

CRM To Acquire MULE: March 22, 2018 - Bulletin Print Report; Salesforce.com, Inc., ("CRM"), and MuleSoft, Inc., ("MULE"), have entered into a definitive agreement pursuant to which CRM will acquire all of the stock of...

Allergan Spin-Off Impeded By Tax Considerations: March 21, 2018 - Bulletin Print Report; Allergan plc's stock has performed poorly of late, and this underperformance has prompted investors to call for a separation of some of Allergan's businesses in the hop...

Post-Death Merger Is Of No Help: March 16, 2018 - Volume 12 Issue 52 Print Report; As of the date of his death, A owned less than 20 percent of the stock of X and less than 20 percent of the stock of Y. The value of this stock was included in determ...

DAN Will Effect An "Inversion": March 12, 2018 - Bulletin Print Report; The Tax Cuts and Jobs Act, (the "Act"), reduced corporate tax rates from 35 percent to 21 percent; and instituted a "participation exemption" system which w...

CI And ESRX Will Use A "Double Dummy" Format: March 12, 2018 - Bulletin Print Report; Cigna Corporation, ("CI"), and Express Scripts Holding Company, ("ESRX"), have entered into a definitive agreement pursuant to which CI will acquire the sto...

FTV Announces A "Reverse Morris Trust" Transaction: March 8, 2018 - Bulletin Print Report; Fortive Corporation, ("FTV"), has entered into a definitive agreement to combine, via a so-called "Reverse Morris Trust" ("RMT") transaction, busi...

DPSG Dividend Update: March 8, 2018 - Bulletin Print Report; Proxy materials were filed regarding the business combination to be undertaken by Dr. Pepper Snapple Group, ("DPSG"), and Maple Parent Holding, (MPH). The parties rem...

DTI Rumored To Be Considering A "Reverse" Merger With VMW: March 5, 2018 - Bulletin Print Report; On September 7, 2016, Dell Technologies, Inc., ("DTI"), acquired all of the stock of EMC. (It appears that DTI has "checked the box" with respect to EMC. If...

Broadcom Ltd. Will Return To The United States: March 1, 2018 - Bulletin Print Report; The Broadcom/Avago transaction was one of the most well-known of the "expatriation" transactions that took place during the "inversion" era. In the transact...

HRG And SPB Will Combine: February 26, 2018 - Bulletin Print Report; HRG Group, Inc., ("HRG"), owns approximately 59 percent of the stock of Spectrum Brands Holdings, Inc., ("SPB"). The SPB stock owned by HRG is by far its pr...

EQT To Spin-Off "Midstream" Business: February 22, 2018 - Bulletin Print Report; EQT Corporation, ("EQT"), announced, on February 21, 2018, that its board of directors "has unanimously approved a plan to separate its upstream and midstream bu...

RAD To Merge With Albertsons: February 21, 2018 - Bulletin Print Report; In conjunction with the sale of thousands of its stores to Walgreens Boots Alliance, ("WBA"), Rite Aid Corporation, ("RAD"), has entered into a "defini...

SHLM's Shareholders Will Be Receiving "CVRs": February 16, 2018 - Bulletin Print Report; LyondellBassell, ("LYB"), and A. Schulman, Inc., ("SHLM"), announced that they have "entered into a definitive agreement under which LYB will acquire S...

DPS Chooses A Dividend Rather Than Redemption Proceeds: February 12, 2018 - Bulletin Print Report; Dr. Pepper Snapple Group, Inc., ("DPS"), is, effectively, being acquired by "Maple Parent Holdings Corporation," ("MPH"), the owner of Keurig. How...

Ascertaining "Pre-Acquisition Losses": February 12, 2018 - Bulletin Print Report; ACQ is a holding company, the capital stock of which is both widely held and publicly traded. Target is a corporation unrelated to ACQ. Prior to the acquisition of Target, (the...

WRK And KS Will Effect A "Double Dummy" Transaction: January 31, 2018 - Bulletin Print Report; WestRock Company, ("WRK"), will acquire all of the outstanding stock of KeyStone Paper and Packaging Corporation, ("KS"), "for $35 per share...for a to...

What Might Dell Be Up To?: January 29, 2018 - Bulletin Print Report; Dell Technologies, Inc., ("DTI"), acquired EMC Corporation, ("EMC"), in September 2016 for a combination of cash and DTI common stock. EMC owned a substanti...

The Reach of Sec. 306(b)(4): January 25, 2018 - Volume 12 Issue 17 Print Report; Sec. 306(a) concerns the treatment of the amount realized on the disposition or redemption of "Sec. 306 stock." Sec. 306(b)(4) provides that Sec. 306(a)

ARMK Effects "Asset" Acquisitions: January 23, 2018 - Bulletin Print Report; The Tax Cuts and Jobs Act makes transactions structured as "asset acquisitions" particularly attractive for the buyer. See The Willens Report,LQ To Engage In A "Bad" Morris Trust Transaction; January 19, 2018 - Bulletin Print Report; La Quinta Holdings, Inc., ("LQ"), and Wyndham Worldwide Corporation, ("WYN"), have entered into a definitive agreement "under which WYN will acquire LQ...

Tax Act Addresses "Trafficking" In "Excess" Interest Expense: January 17, 2018 - Bulletin Print Report; One of the more controversial provisions of the Tax Cuts and Jobs Act, (the "Act"), is the provision which places a cap on the amount of "business interest"...

Stock Buybacks Permitted After "RMT" Transaction: January 8, 2018 - Bulletin Print Report; Acquiring and Distributing are each publicly traded corporations. Controlled was formed to effectuate the Distribution and was wholly owned by Distributing until Date 2. Merger...

HRG/Spectrum--NOLs Needed To Shelter "GBA" Gain: January 4, 2018 - Bulletin Print Report; HRG Group, Inc., (HRG), owns approximately 60 percent of the stock of Spectrum Brands Holdings, Inc., (SPB). While the companies prepare consolidated financial statements (sinc...

Fox's Failed Spin-Off Will Produce A Basis Step-Up: December 18, 2017 - Bulletin Print Report; Last week, FOX announced a transformative transaction in connection with which it will transfer a large part of its business to DIS while retaining the remainder. The transacti...

FOX/DIS Choose A "Failed" Morris Trust Structure: December 14, 2017 - Bulletin Print Report; The Walt Disney Company, ("DIS"), and Twenty-First Century Fox, Inc., ("FOX"), have entered into a definitive agreement for DIS to acquire FOX...for approxi...

New Star Financial's "CVRs" Are A Casualty Of Tax Reform: December 11, 2017 - Bulletin Print Report; First Eagle Holdings, Inc., ("FE"), and New Star Financial, Inc., ("NS") have entered into a definitive agreement in connection with which FE is to acquire...

CVS/Aetna Is Taxable And What Are Fox's Options?: December 6, 2017 - Bulletin Print Report; CVS Health Corporation and Aetna, Inc. have entered into a definitive agreement pursuant to which the former will acquire all of the stock of the latter. Structurally, CVS will...

VMW's Spin-Off Prospects: November 27, 2017 - Bulletin Print Report; Effective September 7, 2016, Dell Technologies, Inc., ("DTI"), acquired all of the stock of EMC Corporation, ("EMC"), from the shareholders of EMC. As a con...

Debt Did Not Run Directly To 'S' Corporation Shareholders: November 22, 2017 - Volume 11 Issue 225 Print Report; During 2012, CO sustained an ordinary loss of $1,425,709. Of that amount, $570,284 was passed through to each of M and K. Respondent reduced the amount of losses M and K could...

CAVM Shareholders Will Be Taxed On MRVL Stock: November 21, 2017 - Bulletin Print Report; Marvell Technology Group Ltd., a Bermuda exempted company, ("MRVL"), and Cavium, Inc., ("CAVM"), have announced a definitive agreement under which MRVL &quo...

SD/BCEI Deal Appears To Be Taxable: November 16, 2017 - Bulletin Print Report; SandRidge Energy, Inc., ("SD"), and Bonanza Creek Energy, Inc., ("BCEI"), have announced that the two companies have entered into a definitive merger agreem...

MNK Will Issue CVRs: November 14, 2017 - Bulletin Print Report; Mallinckrodt plc, ("MNK"), will be acquiring, through a subsidiary, the stock of Ocera Therapeutics, Inc., ("OTI"). The parties, however, are unable to agre...

Linde AG/Praxair Deal Passes Crucial Test: November 9, 2017 - Bulletin Print Report; Based on the “declarations of acceptance” received by the custodian banks for the Exchange Offer of Linde plc to the shareholders of Linde AG…the a...

Forming a Holding Company: November 6, 2017 - Volume 11 Issue 213 Print Report; P Corporation, (P), is engaged in the commercial banking business. P decided that its business activities could be expanded if its banking business were conducted by...

LEN And CAA To Form Housing Giant: October 31, 2017 - Bulletin Print Report; Lennar Corporation, ("LEN"), and CalAtlantic Group, Inc., ("CAA"), have entered into a definitive Agreement and Plan of Merger that will result in the creat...

LBO Gives Rise To A "Qualified Stock Purchase": October 31, 2017 - Volume 11 Issue 209 Print Report; H is a newly-formed State X corporation. T is also a State X corporation engaged in the manufacture and marketing of a variety of products. T was a publicly-held corporation. A...

LIN And PX Revise Certain Terms Of Their Deal: October 25, 2017 - Bulletin Print Report; The combination of Linde AG, ("LIN"), and Praxair, Inc., ("PX"), features, most prominently, the creation of a new corporation, ("New Holdco"), or...

DEL Will Engage In A "Conversion Transaction": October 24, 2017 - Bulletin Print Report; Potlatch Corporation, ("PCH"), for the last 10 years a REIT in good standing, and Deltic Timber Corporation, ("DEL"), a C corporation, announced that they h...

New Inversion Disavows Any Tax Motivation: October 23, 2017 - Bulletin Print Report; Assurant, Inc., ("AIZ"), and The Warranty Group recently announced "a definitive agreement to combine operations, with AIZ shareholders retaining majority owners...

DXC To Engage In An "RMT" Transaction: October 18, 2017 - Bulletin Print Report; DXC Technology, ("DXC"), was formed on April 1, 2017. DXC is comprised of the old CSC and the Enterprise Services business of Hewlett Packard Enterprise. That busines...

Dow/DuPont's I.R.S. Ruling Applies The "Overlapping Ownership" Rule: October 9, 2017 - Bulletin Print Report; LTR 201740015, February 14, 2017, is the private letter ruling that was issued to Dow and DuPont in connection with their historic business combination and the spin-offs or spl...

Treasury Report On Burdensome Regulations Not What We Hoped For: October 5, 2017 - Bulletin Print Report; The Treasury Department (the "Treasury") just issued its much anticipated "second report" in which it recommends actions "to eliminate and in other cas...

"Serial Acquisition" Regulations Were Unlawfully Issued: October 3, 2017 - Bulletin Print Report; In April 2016, the Internal Revenue Service and the Treasury Department, (the "Agencies"), issued a rule identifying stock of foreign acquiring corporations that is t...

Acquisition of Control Undertaken for Good Business Reasons: October 2, 2017 - Volume 11 Issue 188 Print Report; X Corporation, (X), engaged in the sale and servicing of new and used automobiles, owned 40 percent of the outstanding stock of Z Corporation, (Z), an underwriter of...

Greenhill Will Undertake A "Leveraged Recapitalization": September 29, 2017 - Bulletin Print Report; Greenhill & Co., Inc., ("GCI"), the firm founded by the legendary mergers and acquisitions banker, Robert Greenhill, is set to undertake a transaction that was mu...

Observations on D.E. Shaw's Recommendation for EQT: September 14, 2017 - Bulletin Print Report; EQT Corporation, (EQT), this morning, announced that, upon closing the Rice Energy transaction, it will form a committee to deliberate the question of how, and if, EQT's we...

Pro Forma Return Starts The Running Of The Period Of Limitations: September 12, 2017 - Bulletin Print Report; On December 4, 2002, CFI, ("OC") merged with and into a "shell" corporation, NCF, ("NC"). The merger was designed and intended to be a tax-free re...

The Tax Aspects Of A UTX Post-Acquisition Spin-Off: September 11, 2017 - Bulletin Print Report; Similar to the model pioneered by Dow Chemical and DuPont in connection with their historic merger, it has been speculated that United Technologies Corporation, ("UTX"...

Investment Advisor May Deduct Payments Made To Induce Merger: September 11, 2017 - Bulletin Print Report; TP serves as an investment advisor to ACQ. TP manages ACQ pursuant to an investment management agreement, ("IMA"). Under the IMA, ACQ agrees to pay TP a basic managem...

Pre-Arranged Sale Of Stock Of D Does Not Invoke "Device" Clause: September 11, 2017 - Volume 11 Issue 174 Print Report; Distributing, ("D"), a Country A corporation, has outstanding a single class of common stock. D has decided that it must separate Business A from Business B. The foll...

No "Push-Down" Accounting For Tax Purposes: September 8, 2017 - Volume 11 Issue 173 Print Report; TP and its wholly owned subsidiaries, S1, S2, and S3, are engaged in the business of mining coal. Prior to date a, TP was a wholly owned subsidiary of CX, which had m...

UTX And ROC Forgo "Double Dummy" Format: September 7, 2017 - Bulletin Print Report; United Technologies Corporation, ("UTX"), and Rockwell Collins, Inc. ("ROC"), have entered into an agreement pursuant to which the former will acquire all o...

Losses Sustained In A Reorganization Cannot Be Recognized: September 1, 2017 - Volume 11 Issue 169 Print Report; T owned 75 percent of the stock of U. The remaining 25 percent of such stock was owned by a company named ACC. U's business involved owning and operating two Russian LLCs t...

ABCO To Divest Its Health Care And Education Businesses: August 29, 2017 - Bulletin Print Report; Where a corporation conducting diverse businesses seeks to sell itself, it is unlikely that a single buyer, willing to acquire each of its businesses, will appear. Instead, the...

Lawsuit Alleging Harm From Medtronic's Inversion Can Proceed: August 21, 2017 - Bulletin Print Report; This appeal, to the Supreme Court of Minnesota, requires that the court decide whether claims that respondent asserts in a class-action challenge to a merger were properly dism...

Hewlett Packard Runs Afoul Of "Anti-Pfizer" Obama-Era Rule: August 18, 2017 - Bulletin Print Report; The "reverse Morris Trust," ("RMT"), transaction involving Hewlett Packard Enterprise Co., ("HPE"), and Micro Focus International plc, ("MFI&...

Merger Of "UPREITS" Announced: August 15, 2017 - Bulletin Print Report; Invitation Homes, Inc., ("INVH"), and Starwood Waypoint Homes, ("SFR"), recently announced the signing of a definitive agreement "to combine in a 100 p...

Vantiv And Worldpay Forgo An "Inversion": August 10, 2017 - Bulletin Print Report; Vantiv, Inc., ("V"), and Worldpay Group plc, ("W), have finalized the terms of their previously announced business combination and, surprisingly, at least to som...

Discovery To Acquire Scripps For "Mixed" Consideration: August 1, 2017 - Bulletin Print Report; Discovery Communications, Inc., ("DISC"), and Scripps Networks Interactive, Inc., ("SNI"), announced, on July 31st, a definitive agreement "for DISC to...

Spin-Off Of "Born To Die" Corporation Respected: July 31, 2017 - Bulletin Print Report; P is the common parent of a consolidated group. P's stock is both publicly traded and widely held. P owns LLC 1, a disregarded entity. LLC 1 owns Sub 1. Sub 1 owns D2, LLC...

Does The "Predecessor" Rule Threaten EQT's Potential Spin-Off?: July 24, 2017 - Bulletin Print Report; EQT Corporation, ("EQT"), and Rice Energy, Inc., ("RE"), have entered into a definitive merger agreement. The agreement envisions a merger of RE with and in...

Payment To Hedge Fund Employee Taxable In Year Received: July 18, 2017 - Volume 11 Issue 136 Print Report; In January 2005, H joined Paulson & Co., Inc., (PCI), as a senior analyst in PCI's New York City office. PCI is an 'S' corporation. H received a base salary of...

Vantiv, Inc./Worldpay Group plc Update: July 12, 2017 - Bulletin Print Report; The announcement that Vantiv, Inc., ("VI"), and Worldpay Group plc, ("WG"), had reached an agreement to combine their operations strongly suggested that the...

"Burdensome" Regulations Likely To Be Eliminated: July 11, 2017 - Bulletin Print Report; Executive Order #13789, issued by President Donald J. Trump, on April 21, 2017, instructed the Secretary of the Treasury to review all "significant tax regulations" i...

Liberty/HSN: A "Creeping" 'B' Reorganization: July 7, 2017 - Bulletin Print Report; Liberty Interactive Corporation, (LIC), and HSN, Inc., (HSN), announced that they have entered into an agreement whereby LIC will acquire the stock of HSN it does not already o...

Will Vantiv Stock Be Taxable To Domestic Shareholders of Worldpay?: July 6, 2017 - Bulletin Print Report; The Boards of Worldpay Group plc, (WG), and Vantiv, Inc., (VI), "have reached an agreement in principle on the key terms of a potential merger (the &quo...

Can EQT Effect A Spin-Off After Acquiring Rice Energy?: July 5, 2017 - Bulletin Print Report; The Wall Street Journal is reporting, see "Jana Takes Roughly 5% Stake In Energy Conpany EQT," DJ, July 3, 2017, that the estimable Jana Partners LLC has taken a more...

PA. Board Of Finance Denies Sony A Loss Deduction: July 3, 2017 - Volume 11 Issue 126 Print Report; Petitioner, Sony Corporation of America (formerly known as Sony USA Inc.), a New York corporation, filed a Pennsylvania Corporate Tax Report (RCT-101) in which it reported Penn...

RAD And WBA Enter Into An Asset Purchase Agreement: June 30, 2017 - Bulletin Print Report; Rite Aid Corporation, ("RAD"), and Walgreen Boots Alliance Inc., ("WBA"), have decided to call off the merger, which had been announced on October 27, 2015...

Sec. 368(a)(1)(F) Takes Precedence in the Case of an Overlap: June 30, 2017 - Volume 11 Issue 125 Print Report; The instant situations involve two existing corporations each ofwhich wasreincorporated under the laws of a state other than that of their original incorp...

CVRs Will Be Used In Miramar Acquisition And CM Bags PVTB: June 27, 2017 - Bulletin Print Report; Sientra, Inc., ("Parent"), has formed DAC, ("Purchaser"), for the purpose of acquiring all of the stock of Miramar Labs, Inc., ("Company"). Purcha...

EQT Corporation And Rice Energy, Inc. To Pursue "Triangular Merger": June 21, 2017 - Bulletin Print Report; EQT Corporation, ("E"), and Rice Energy, Inc., ("R"), have entered into a definitive agreement pursuant to which the former will acquire all of the assets,...

Vesting Of Whole Foods' Options Will Produce Massive Deductions: June 19, 2017 - Bulletin Print Report; On June 15, 2017, Amazon.com, Inc., ("A"), entered into an Agreement and Plan of Merger with Whole Foods Market, Inc., ("W"). In the merger, a newly-created...

FHN To Acquire CBF In A "Back-To-Back" Merger: June 15, 2017 - Bulletin Print Report; First Horizon National Corporation, ("FHN"), and Capital Bank Financial Corporation, ("CBF"), have entered into a definitive agreement "that will creat...

What If Yahoo! Inc. Became A "RIC?": June 14, 2017 - Bulletin Print Report; The question has arisen, on numerous occasions, whether Yahoo! Inc., soon to be renamed Altaba, Inc., could solve its "tax problem," without any assistance from Aliba...

Forced Sale of Stock Not An Involuntary Conversion: June 8, 2017 - Volume 11 Issue 109 Print Report; TP owned shares of common stock of X Corporation, (X). X had been taken over by Y Corporation, (Y), through a merger between Z Corporation, (Z), an indirect wholly ow...

World Point Terminals, Inc. To "Roll Up" World Point Terminals, LP: June 6, 2017 - Bulletin Print Report; The latest "MLP Rollup" by its general partner involves World Point Terminals, Inc., (WPTI), and its "captive" limited partnership, World Point Terminals, L...

CBS Radio To Engage In "Split-Off RMT" Transaction: June 5, 2017 - Bulletin Print Report; CBS Corporation's plan to divest itself of its radio operations is rapidly nearing completion. In what the company accurately refers to as a "split-off," CBS Corp...

LIN And PX Finally Tie The Knot: June 2, 2017 - Bulletin Print Report; Linde AG, ("LIN"), and Praxair, Inc., ("PX"), announced that the companies have entered into "a definitive business combination agreement to come toget...

Illinois Targets Investment Managers/ESV Will Acquire ATW: May 31, 2017 - Bulletin Print Report; The Illinois Senate passed a piece of legislation last week (on May 23rd) that is, to say the least, troubling. It is a punitive bill that targets investment managers by subjec...

"Downstream" 'C' Reorganization With "Boot": May 30, 2017 - Bulletin Print Report; Parent/Target, (P/T), is owned by two individuals, SH1 and SH2. SH1 and SH2 are husband and wife. P/T owns greater than 80 percent of the stock of Corp 1; and also owns greater...

"RMT" Transaction With "Overlapping Ownership" And "Hook Stock": May 30, 2017 - Volume 11 Issue 102 Print Report; More than "a%" of Distributing's stock is publicly-traded and widely held, and less than "b%" of Distributing's stock is owned by "Owner A"...

HRG Will Sell FGL: May 24, 2017 - Bulletin Print Report; The long-awaited sale of Fidelity & Guaranty Life, ("FGL"), a majority-owned subsidiary of HRG Group, Inc., ("HRG"), was announced on May 24, 2017. Pres...

HRG/Spectrum--Downstream Merger Is The Best Outcome: May 22, 2017 - Bulletin Print Report; HRG Group, Inc., (HRG), owns approximately 60 percent of the stock of Spectrum Brands Holdings, Inc., (SPB). HRG, it seems safe to say, has a very large unrealized gain with re...

HUN's Reasons For "Changing Course" Become Apparent: May 22, 2017 - Bulletin Print Report; Huntsman Corporation, ("HUN"), was going to spin-off its pigments and additives business, to be operated by a new subsidiary named Venator Materials Corporation, in a...

Is ILG, Inc. Free To Engage In “Capital” Transactions: May 16, 2017 - Bulletin Print Report; ILG, Inc., (“ILG”), was incorporated in May 2008 in connection with a spin-off by its former owner, IAC. At that time, ILG became an independent pub...

Modification of Options: May 15, 2017 - Volume 11 Issue 92 Print Report; On Date T, CA, a holding company completed the sale of "v" of its shares to the public for "$w" per share. The net cash proceeds of the sale were...

Verizon Will Pay Handsomely For Straight Path: May 12, 2017 - Bulletin Print Report; After reaching an agreement to be acquired by AT&T, Straight Path Communications, Inc., ("SP"), abruptly terminated that agreement and promptly entered into a muc...

Sinclair Stock Will Be Taxable To Tribune Media Shareholders: May 9, 2017 - Bulletin Print Report; Sinclair Broadcast Group, Inc., (SB), announced an agreement pursuant to which it will acquire 100 percent "of the shares" of Tribune Media Co., (TM). The trans...

Using Appreciated Property As Merger Consideration: May 3, 2017 - Bulletin Print Report; An interesting deal is unfolding in Europe in connection with which some very well known companies will be solidifying their relationship. In particular, the Arnault Family Gro...

ANGI To Undergo A Transformation: May 2, 2017 - Bulletin Print Report; IAC and Angie's List, (ANGI), announced an intricate transaction which will result in the combination of ANGI and IAC's "HomeAdvisor" unit "into a new pu...

BDX To Acquire BCR In A Fully Taxable Transaction: April 25, 2017 - Bulletin Print Report; Becton, Dickinson and Company, ("BDX"), and C.R. Bard, Inc., (BCR), have entered into a definitive agreement pursuant to which "BDX will acquire BCR for $317 per...

Not All Redemption Premiums Are "Deemed Distributions": April 21, 2017 - Volume 11 Issue 76 Print Report; Mr. A, Mr. B, and Mr. C owned all of the stock of T. T's sole asset was a contract to provide a fixed quantity of Product M to one customer at a fixed price. Ther...

Swift/Knight--Reverse Acquisition?: April 17, 2017 - Bulletin Print Report; Swift Transportation Company, (STC), and Knight Transportation, Inc., (KTI), recently announced a business combination which will, in form, constitute an acquisition by STC of...

When To Measure The Debt/Equity Ratio: April 11, 2017 - Volume 11 Issue 69 Print Report; M Corporation, (M), owned 50 percent of the stock of N Corporation, (N). Unrelated foreignindividuals owned the remaining 50 percent. M sought to acquire the 50...

Delaware Court Upholds ETE's Right To Terminate WMB Merger: April 4, 2017 - Volume 11 Issue 64 Print Report; This action arises from a well-known merger agreement (the Agreement), which was never consummated, under which ETE, a Delaware limited partnership, agreed to acquire the asset...

Not All Transaction Costs Are "Facilitative": April 3, 2017 - Bulletin Print Report; Taxpayer, ("TP"), is a holding company. Its subsidiaries include regulated C companies engaged in "D." In Year 1, TP and Company E, ("CE"), negoti...

"Holds Substantially All" (Part 2): April 3, 2017 - Volume 11 Issue 63 Print Report; T Corporation, (T), owned all of the stock of X Corporation, (X), Y Corporation, (Y), and W Corporation, (W). T formed a new corporation, P, and the latter formed a t...

"Blank Check" Company To "Invert": March 22, 2017 - Bulletin Print Report; The parent company of Cision, and another corporation, Capital Acquisition Corp. III, ("CLAC"), recently announced the execution of a definitive agreement "in wh...

Actelion's Spin-Off Is Definitively Taxable: March 15, 2017 - Bulletin Print Report; Information released by Actelion in advance of its general shareholders' meeting establishes, conclusively, that the "demerger" to be undertaken in connection wit...

FFH Will Deliver Sufficient Stock For A Reorganization: March 14, 2017 - Bulletin Print Report; It had been unclear whether the acquisition by Fairfax Financial Holdings Limited, ("FFH"), of Allied World Assurance Company Holdings, AG, ("AWH"), would q...

MCK Eyes A "Reverse Morris Trust" Transaction: March 9, 2017 - Bulletin Print Report; McKesson Corporation, ("MCK") and Change Healthcare Holdings, Inc., ("CHC"), recently announced their intention to form a joint venture, which will be treat...

DGI And MDA To Engage In A "Cross-Border" Business Combination: February 27, 2017 - Bulletin Print Report; MacDonald, Dettwiler and Associates, Ltd., (MDA), a Canadian corporation, and DigitalGlobe, Inc., (DGI), a domestic corporation, have entered into a definitive merger agreement...

Reorganizations That Are Part of a Larger Sec. 351 Transaction: February 24, 2017 - Volume 11 Issue 37 Print Report; On Date 1, Corporation B, (CB), incorporated Corporation A, (CA). CB agreed that, until CB contributed assets to CA, CA would remain a "shell" corporation w...

B. Riley Financial, Inc. Will Acquire FBR & Co.: February 22, 2017 - Bulletin Print Report; B. Riley Financial, Inc., (BRF), recently signed a "stock for stock merger agreement" to acquire FBR & Co., (FBR)...in "a transaction valued at $160.1 millio...

Sixth Circuit Endorses Roth IRA/DISC Strategy: February 21, 2017 - Bulletin Print Report; Summa Holdings, Inc., ("SH"), is the parent corporation of a group of companies that manufacture a variety of industrial products. JBJ, an individual, owned 23.18 per...

SoftBank Stakes Its Claim: February 16, 2017 - Bulletin Print Report; As is by now well-known, SoftBank Group Corp., ("SB"), and Fortress Investment Group LLC, ("FIG") have entered into a definitive merger agreement pursuant t...

Stock Not Subject To A "Substantial Risk Of Forfeiture": February 14, 2017 - Volume 11 Issue 30 Print Report; In March 2002, H, an individual, formed THI. THI was an 'S' corporation. On December 6, 2002, H filed articles of amendment changing the name of the corporation to DTRI...

OKE Eyes A Basis Step-Up: February 3, 2017 - Bulletin Print Report; ONEOK, Inc., (OKE), and ONEOK Partners, L.P., (OKS), have reached a definitive agreement which envisions the "roll-up" of OKS, thus terminating its existence as a pub...

Suit To Enjoin JCI/TYC Merger Fails: February 1, 2017 - Bulletin Print Report; In January 2016, Johnson Controls, ("JC"), announced that it was going to merge with an Irish company named Tyco, ("TYC"). The merger t...

Tesco And Booker Group To Effect A "Scheme Of Arrangement": January 31, 2017 - Bulletin Print Report; The boards of each of Tesco PLC, ("T"), and Booker Group plc, ("BG"), have reached an agreement on the terms of a recommended "share and cash merger.&q...

Tax Consequences Of Reynolds American And Clayton Williams Deals: January 18, 2017 - Bulletin Print Report; On January 17th, two business combinations were announced. One involves the acquisition by British American Tobacco, p.l.c., (BATS), of the stock of Reynolds American, Inc., (R...

SCAI Will Be Acquired By UNH In A "Reorganization": January 11, 2017 - Bulletin Print Report; UnitedHealth Group, Inc., ("UNH"), and Surgical Care Affiliates, Inc., ("SCAI"), have announced a plan and agreement which envisions a tender offer on the p...

Crossing the "Super-Control" Line: January 11, 2017 - Volume 11 Issue 7 Print Report; X has outstanding one class of stock consisting of 1,000 shares of voting common stock. A owned 900 shares and B owned the remaining 100 shares. ...

M.B.A. Merely "Refined" Existing Skills: January 4, 2017 - Volume 11 Issue 2 Print Report; Petitioner, (P), holds a B.S. degree in electrical engineering from CT; and an M.S. degree in electrical engineering from UI. From March 2005 to May 2011, P worked for BC. BC i...

REIT's Sec. 481(a) Adjustments Do Not Constitute "Gross Income": December 27, 2016 - Bulletin Print Report; Taxpayer, ("TP"), is a real estate investment trust, ("REIT"). In Month 1 of Year 1, TP acquired the stock of an affiliated group that files a consolidated...

Merger Termination Fee Ruled To Be Apportionable Business Income: December 22, 2016 - Volume 10 Issue 245 Print Report; The state of California imposes a franchise tax on multistate corporations doing business within the state on the corporation's net income derived from...California employi...

Linde And Praxair Are Planning A "Merger Of Equals": December 22, 2016 - Bulletin Print Report; Linde A.G., (L), and Praxair, Inc., (P), have announced that "the companies intend to combine in a merger of equals under a new holding company through an all-stock transa...

Tax Status Of Fairfax/Allied World Deal Uncertain: December 21, 2016 - Bulletin Print Report; Fairfax Financial Holdings Limited, (FF), and Allied World Assurance Co. Holdings, A.G., (AW), each a foreign corporation, have entered into a definitive merger agreement. ...

Dell Stock Repurchase: December 15, 2016 - Bulletin Print Report; Many investors have been patiently waiting for Dell Technologies, Inc., (DTI), (formerly known as "Denali") to take steps to "capture" the discount at which...

Supreme Court Defines "Personal Benefit" In Insider Trading Cases: December 8, 2016 - Bulletin Print Report; Sec. 10(b) of the Securities Exchange Act of 1934 and the SEC's Rule 10b-5 prohibit undisclosed trading on inside...information by individuals who are under a duty of trust...

SXL And ETP To Engage In Rare "Partnership Merger": November 22, 2016 - Bulletin Print Report; While corporate mergers and other forms of business combinations are quite common, it is not often that MLPs engage in such transactions. However, now, we have a partnership me...

HRG Inches Closer To Curing A Market "Anomaly": November 21, 2016 - Bulletin Print Report; HRG Group, Inc., ("HRG"), is a "pure" holding company. It owns stock in entities engaged in the insurance business, the energy business, the asset managemen...

Tesoro Should Not Need To Effect A "Second" Merger: November 21, 2016 - Bulletin Print Report; Tesoro Corporation, ("TC"), and Western Refining, Inc., ("WR"), have entered into a plan and agreement pursuant to which TC will acquire all of the stock of...

No Basis Step-Up For Regency Centers: November 16, 2016 - Bulletin Print Report; Regency Centers Corporation, ("RCC"), and Equity One, Inc., ("EOI"), each a real estate investment trust, ("REIT"), have announced a definitive me...

Merger Of AXL And MPG Is Not A Reorganization: November 7, 2016 - Bulletin Print Report; American Axle & Manufacturing Holdings, Inc., ("AXL"), and Metaldyne Performance Group, Inc., ("MPG"), recently entered into a definitive merger agreeme...

CenturyLink/Level 3: "RBIGs" To The Rescue: November 4, 2016 - Bulletin Print Report; With the publication of the merger agreement, we now have clarity on the manner in which the business combination involving CenturyLink, Inc., (CTL), and Level 3 Communications...

Characterizing Termination Fee Income: November 4, 2016 - Volume 10 Issue 212 Print Report; On Date 1, TP and B entered into an agreement, ("Agreement 1")...to use "their best efforts" to take a series of steps...designed to lead to TP's acquis...

SXC Proposes To "Roll UP" SXCP: November 3, 2016 - Bulletin Print Report; SunCoke Energy Partners, L.P., (SXCP or the Partnership), is a publicly traded partnership (PTP). A PTP will be treated as a corporation unless at least 90 percent of its gross...

G.E./BHI Bears More Than A Passing Resemblance To WMB/ETE: November 1, 2016 - Bulletin Print Report; The transaction in which General Electric Company, ("GE"), and Baker Hughes, Inc., ("BHI"), will combine their oil and gas activities bears some resemblance...

BEAV Shareholders Will Be Taxed On Receipt Of COL Shares: October 27, 2016 - Bulletin Print Report; The proposed Time Warner and AT&T merger and the one announced, on the same day, by B/E Aerospace, Inc., ("BEAV"), and Rockwell Collins, Inc., ("COL"),...

AMTD's "Bargain" Purchase Of Scottrade Financial Services, Inc.: October 25, 2016 - Bulletin Print Report; Scottrade Financial Services, Inc., (SFS), has two businesses only one of which is of interest to its suitor, TD Ameritrade Holding Corporation, (AMTD). This is not an uncommon...

"Three-Party" 'F' Reorganizations Not Permitted: October 25, 2016 - Volume 10 Issue 204 Print Report; P Corporation, (P), owned 99 percent of the outstanding stock of S, an operating subsidiary. P created, in order to "squeeze out" the minority shareholders...

T And TWX Are Planning A "Reorganization": October 24, 2016 - Bulletin Print Report; AT&T, Inc., (T), and Time Warner, Inc., (TWX), in case you haven't heard, announced a merger agreement over the weekend which contemplates the acquisition by T of the a...

SUPERVALU Changes Direction With Respect Save-A-Lot: October 19, 2016 - Bulletin Print Report; SUPERVALU, (SU), was poised to dispose of its Sav-A-Lot, (SAL), operation in a highly unorthodox manner. SU was going to secure an infusion of capital, in the form of non-votin...

Deal Status Updates--October 2016: October 19, 2016 - Bulletin Print Report; ABI/SAB Miller The transaction has closed. The “partial share alternative” was heavily subscribed for with the result that Altria and Bevco received fewer shares...

Gain Or Loss From Termination Fee Is Calculated: October 17, 2016 - Bulletin Print Report; A domestic corporation ("ACQ") enters into an agreement (the Contract) with another corporation (T) pursuant to which the parties agree to undertake a series of steps...

CBS/Viacom Merger Should Not Derail Radio Split-Off: October 10, 2016 - Bulletin Print Report; CBS announced plans to divest its subsidiary, CBS Radio, Inc., ("Radio"), by means of a combination transaction involving (i) an initial public offering of a portion...

Allergan To Issue "CVRs" In The Acquisition Of TBRA: October 4, 2016 - Bulletin Print Report; Allergan plc, through one of its U.S. affiliates, "Holdco," has entered into an agreement to acquire the stock of Tobira Therapeutics, Inc., ("TBRA"), in a...

JNS To Engage In A "Cross-Border" Merger: October 4, 2016 - Bulletin Print Report; Janus Capital Group, Inc., ("JNS"), and its foreign rival, Henderson Group plc, ("HGG"), have announced plans to merge in a transaction in which JNS, a dome...

Can "Merger Consideration" Emanate From A Third Party?: September 29, 2016 - Bulletin Print Report; One of the more interesting business combinations we have encountered is the acquisition by Ares Capital Corporation, ("ARCC"), of American Capital, Ltd., ("ACAS...

The Acquisition Of WCI Should Qualify As A Reorganization: September 23, 2016 - Bulletin Print Report; Lennar Corporation, (L), and WCI Communities, Inc., (WCI), have announced that they have entered into a definitive merger agreement under which "Lennar will acquire all of...

Endesa Americas Merger Should Qualify As A Reorganization: September 15, 2016 - Bulletin Print Report; Eneris Americas, (ENE), owns some 59.98 percent of the stock of Endesa Americas, (END). Each such corporation is a foreign corporation. ENE is interested in acquiring all of EN...

Tax Accounting for Loan Origination Fees: September 15, 2016 - Volume 10 Issue 178 Print Report; On Date 2, Y Corporation, Y, and Z Corporation, Z, were merged in a transaction to which Sec. 381 of the Internal Revenue Code applies. Z merged into Y in a transacti...

"Checked" LLC Not a Corporation in Maryland: September 14, 2016 - Volume 10 Issue 177 Print Report; On August 1, 2011, SC, a District of Columbia corporation, made two filing with the Maryland State Department of Taxation and Assessments, (SDAT). The first filing wa...

"Break" Fee Treated As A Capital Loss: September 13, 2016 - Bulletin Print Report; TP, who is almost certainly AbbVie, announced, in a press release, the combination of TP and T (who is almost certainly Shire plc), a foreign corporation. ...

"Holds Substantially All": September 9, 2016 - Volume 10 Issue 174 Print Report; P Corporation, (P), is a manufacturing corporation organized under the laws of State A. T Corporation, (T), is also a manufacturing corporation organized under the la...

HPE To Engage In A Second "RMT" Transaction: September 8, 2016 - Bulletin Print Report; Hewlett Packard Enterprise, ("HPE"), it seems safe to say, is, when it comes to divesting "extraneous" parts of its business, partial to Reverse Morris Trus...

Finessing NQPS Status: September 7, 2016 - Volume 10 Issue 172 Print Report; Corporation 1, (C1), is a State X professional corporation engaged in Business A. C1 has "u" shareholders, each of whom owns "v" shares.

ENB And SE Will Effect A "Cross-Border" Acquisition: September 6, 2016 - Bulletin Print Report; Enbridge, Inc., (ENB), a Canadian corporation, and Spectra Energy Corp., (SE), have entered into a merger agreement "under which ENB and SE will combine in a stock-for-sto...

ABI And SAB Transaction Still Looks Tax Efficient: August 26, 2016 - Bulletin Print Report; The business combination between Anheuser-Busch InBev SA/NV (ABI) and SABMiller plc (SAB) appears to have undergone some changes, both structurally and in terms of the amount o...

AIG And Arch Will Execute A Joint "(h)(10)" Election: August 18, 2016 - Bulletin Print Report; American International Group, Inc., ("AIG") and Arch Capital Group Ltd. ("Arch") recently announced a transaction which entails a sale by AIG, and a concurr...

Pension Plan Merger Free of Tax Consequences: August 16, 2016 - Volume 10 Issue 157 Print Report; TP is a corporation engaged in the business of manufacturing "X." TP's Plan is a substantially overfunded defined benefit (pension)plan.

ETC's "Sec. 721" Ruling Is Small Solace: August 15, 2016 - Bulletin Print Report; The merger of The Williams Companies, (WMB), with and into ETC, a corporation created by Energy Transfer Equity L.P., (ETE), was terminated because a condition to closing, the...

Reincorporations Do Not Spoil Complete Liquidations: August 15, 2016 - Bulletin Print Report; D is a State L corporation. The D Group is engaged in several lines of business, including the "Transferred Business." D owns the stock of C, SA, SB, SC, and SD, each...

Reducing "Purchase Money" Debt: August 10, 2016 - Volume 10 Issue 153 Print Report; Y, a newly-formed corporation, purchased all of the stock of X Corporation, X, from Mr. A for cash and debt, including a subordinated debenture. ...

MTN Acquisition Will Feature "Exchangeable Shares": August 9, 2016 - Bulletin Print Report; Vail Resorts, Inc., (MTN), has reached an agreement for the acquisition of its Canadian rival, Whistler Blackcomb Holdings, Inc., (WB). As with most acquisitions of Canadian co...

Rumors Swirling Around HPE: August 8, 2016 - Bulletin Print Report; In May, Hewlett Packard Enterprises, ("HPE"), announced a spin-off of its IT Services business. The spin-off, part of a so-called Reverse Morris Trust (RMT) transacti...

Lawsuit Seeks To Overturn "Serial Acquisition" Anti-Inversion Rule: August 5, 2016 - Bulletin Print Report; A lawsuit instituted by the Chamber of Commerce of the United States and its Texas counterpart seeks to overturn the most controversial element of the April 2016 anti-inversion...

Linear Shareholders Will Be Taxed On Analog Stock: August 2, 2016 - Bulletin Print Report; Shareholders of acquired corporations generally do not pay tax on the portion of the consideration they receive that consists of stock in the acquiring corporation. However, th...

Is NEE Aiming For A 'G' Reorganization?: August 1, 2016 - Bulletin Print Report; EFH is in bankruptcy. It conducts two businesses, a "regulated" business and a "competitive" business. Most of EFH's activities are conducted by disrega...

SAB Miller Update: July 29, 2016 - Bulletin Print Report; We understand that the format for the ABI/SAB business combination might (will?) have to be altered. Apparently, what had been envisioned as a "scheme of arrangement"...

Lawsuit Alleges Eaton's Spin-Off Disclosures Were False And Misleading: July 28, 2016 - Bulletin Print Report; Eaton Corporation engaged in one of the early "inversion" transactions, in 2012, with Cooper Industries plc as its counterparty. The parties formed a new holding comp...

YHOO Will Sell Its "Core Business" To Verizon: July 26, 2016 - Bulletin Print Report; Not surprisingly, Yahoo! Inc., (YHOO), announced that it had reached an agreement with Verizon Communications, Inc., (VZ), which envisions the sale of YHOO's "core bus...

"Deferred Revenue" Is Not A "Built-In" Item: July 25, 2016 - Volume 10 Issue 141 Print Report; On "Change Date," Taxpayer, ("TP"), through Buyer, its wholly owned subsidiary, acquired all of the stock of "Lossco." The transaction was structu...

Exxon Mobil and InterOil To Undertake An 'A' Reorganization: July 25, 2016 - Bulletin Print Report; Exxon Mobil Corporation ("XOM") has topped a rival's bid for InterOil Corporation ("IOC") and the latter is now enthusiastically endorsing XOM's off...

Ignoring Certain Stock Leads to "Good" Forward Triangular Merger: July 19, 2016 - Volume 10 Issue 137 Print Report; Target Corporation, (TC), sought to create a holding company structure in the most tax unobtrusive way possible. Step 1saw the formation by TC of a new domestic...

I.R.S. Will Not Challenge Certain "Control Gathering" Transactions: July 18, 2016 - Bulletin Print Report; The most fundamental of the spin-off requirements is the so-called "control" requirement. Sec. 355(a)(1)(A) of the Code provides that, for a distribution to qualify f...

Post-Merger Loss Carrybacks: July 18, 2016 - Volume 10 Issue 136 Print Report; BI was incorporated in 1965. In 1968, BE established a subsidiary shell corporation, BM. On April 23, 1970, BI was merged with andinto BM which then changed its...

Who Is Liable For 'S' Corporation "BIG" Tax?: July 15, 2016 - Volume 10 Issue 135 Print Report; Oldco, a C corporation, made an election on Date 1 to be treated as an 'S' corporation as of Date 0. P, a State Y LLC, owned Holdco, and Holdco owned Newco, a...

I.R.S. Proposed Regulations Strengthen The "Device" Test: July 14, 2016 - Bulletin Print Report; Ahead of schedule, the I.R.S. issued, on July 14, 2016, proposed regulations designed to address "abuses" that had cropped up in the world of spin-offs. It is not a s...

Liquidation Does Not Trigger Deferred Installment Gain: July 14, 2016 - Volume 10 Issue 134 Print Report; Taxpayer, TP, a C corporation, owned all of the stock of Corporation A, CA. In Year 1, CA sold approximately "x" acres of land and other real and personal p...

Private Bancorp Will Meet Its "Merger Condition": July 12, 2016 - Bulletin Print Report; Private Bancorp, Inc., (PBI), and Canadian Imperial Bank of Commerce, (CIBC), have entered into an agreement and plan of merger pursuant to which the former will be acquired by...

Will "Hook" Stock Prevent A YHOO/BABA Business Combination?: July 12, 2016 - Bulletin Print Report; If all goes according to plan, Yahoo! Inc. (YHOO) will soon dispose of its "core" business, most likely in a taxable transaction, and distribute the proceeds derived...

Recent Tax and Accounting Developments

July 11, 2016 - Bulletin Print Report

ASU 2016-09. When a corporation grants an “NQO” to an employee…it recognizes compensation expense and records a tax benefit equal to the product of (i) t...

Pinnacle's Dockside Barges And Riverboats Are "Real Property": July 11, 2016 - Bulletin Print Report; Taxpayer, (TP), is a widely held, publicly traded State A corporation. It seems clear that TP is Pinnacle Entertainment, Inc. TP is an owner, operator, and developer of casinos...

Merger Constituents Are The "Same Taxpayer" Under Sec. 6621(d): July 6, 2016 - Volume 10 Issue 128 Print Report; Sec. 6621(d) of the Internal Revenue Code reads: "To the extent that, for any period, interest is payable under subchapter A and allowable under subchapter B on equivalent...

Lions Gate Agrees To Acquire Starz: July 5, 2016 - Bulletin Print Report; The much anticipated combination of Lions Gate Entertainment Corporation, (LGE), a Canadian corporation, and Starz, (ST), a U.S. corporation, has now been set into motion with...

PVTB To Engage In A Reorganization: July 1, 2016 - Bulletin Print Report; PrivateBancorp, Inc. (PVTB) and Canadian Imperial Bank of Commerce (CIBC) announced the execution of a definitive agreement and plan of merger pursuant to which PVTB will be me...

Corporate Partner Respected As Such: June 30, 2016 - Volume 10 Issue 125 Print Report; Oregon may tax nonresident partners of multistate partnerships to the extent their partnership income has an Oregon source. If, however, the nonresident is not a part...

MCK To Form A Joint Venture: June 29, 2016 - Bulletin Print Report; McKesson Corporation, (MCK), announced a rather complicated transaction in which it will join forces with Change Healthcare Holdings, Inc. (CHCI), a private entity, with respec...

ETE Scores An Improbable Victory: June 27, 2016 - Volume 10 Issue 122 Print Report; Against all odds, the Delaware Chancery Court ruled on Friday, June 24th, that Energy Transfer Equity, L.P. ("ETE" or the "Partnership"), in connection with...

NSAM Update: June 27, 2016 - Bulletin Print Report; In early June, the Treasury Department issued regulations designed to "discourage" REIT conversions on the part of C corporations that had participated in tax-free sp...

Latham & Watkins Will Not Be Deterred: June 21, 2016 - Bulletin Print Report; Apparently, yesterday, at the hearing conducted in Delaware Chancery Court regarding the WMB/ETE deal, we had a rare "Court Holding Company" sighting. This...

Liberty Interactive Will Effect A "Split-Off" Of Liberty Expedia Holdings: June 13, 2016 - Bulletin Print Report; Liberty Interactive has announced that it is proceeding with its plan to separate its stake its Expedia, Inc., but will do so by means of a "split-off" (in which shar...

Good News On NSAM: June 10, 2016 - Bulletin Print Report; The other day we reported that the Treasury Department had issued temporary regulations designed to penalize certain "conversion transactions" (i.e., transa...

Valuing Consideration For "COI" Purposes: June 10, 2016 - Volume 10 Issue 111 Print Report; For a merger to qualify as a reorganization, it must, among other requirements, satisfy the "continuity of interest" ("COI") test. COI requires that a subst...

Treasury Attacks "Conversion Transactions" Following Spin-Offs: June 8, 2016 - Bulletin Print Report; The Treasury Department feels that Congress's efforts to discourage REIT spin-offs were too timid. Accordingly, the Department has issued temporary regulations that it beli...

Anatomy Of A "Reverse Morris Trust" Transaction: May 31, 2016 - Bulletin Print Report; The recently announced transaction involving Computer Sciences Corp. (Chicago) and Hewlett Packard Enterprise Company (Houston) is a "textbook" reverse Morris Trust (...

HPE And CSC Choose A Reverse Morris Trust Transaction: May 25, 2016 - Bulletin Print Report; Hewlett Packard Enterprise ("HPE") will spin-off its Enterprise Services business ("spinco") to its shareholders. Immediately thereafter, and as part of the...

Alexza Pharmaceuticals Acquisition To Feature "CVRs": May 24, 2016 - Bulletin Print Report; Grupo Ferrer Internacional S.A., through a newly-created U.S. subsidiary, Ferrer Pharma, Inc., (FPI), has reached an agreement to acquire the stock of Alexza Pharmaceuticals, I...

FTI And TEC Will Decamp To The U.K.: May 19, 2016 - Bulletin Print Report; Technip S.A. (TEC) and FMC Technologies, Inc. (FTI) have announced a business combination that will result in FTI becoming a subsidiary of a newly-formed U.K corporation, FMC T...

Reorganization Primer: May 19, 2016 - Volume 10 Issue 96 Print Report; Where one corporation acquires the stock or assets of another corporation, and the transaction qualifies as a "reorganization" within the meaning of Sec. 368(a)(1...

Terex Changes Course: May 17, 2016 - Bulletin Print Report; One of the more low-key, under the radar, inversions from this modern era of cross-border transactions was the combination involving Terex Corporation (T) and Konecranes plc (K...

How Will TWC's Shareholders Be Taxed?: May 16, 2016 - Bulletin Print Report; Now that the historic combination of Time Warner Cable, Inc. (TWC) and Charter Communications, Inc. (CCI) appears to be nearing completion, questions have arisen regarding how...

Facebook To Pay Stock Dividend: May 12, 2016 - Bulletin Print Report; Facebook, Inc., (FB), has two classes of stock outstanding, a "high vote" class (Class B common stock); and a "low vote" class (Class A common stock). The f...

ILG Allays "FIRPTA" Concerns: May 10, 2016 - Bulletin Print Report; It had recently been concluded that a foreign person's gain from the exchange of Vistana stock for that of ILG in the upcoming merger would have to be "taken...

REIT Tender Offer And Merger Should Qualify As A Reorganization: May 6, 2016 - Bulletin Print Report; Annaly Corp. Management, Inc. (ACM), through its wholly-owned subsidiary, RMS, is offering to exchange, for each outstanding shares of common stock of Hatteras Financial Corpor...

ETE Shows Its Hand: May 4, 2016 - Bulletin Print Report; An S-4 filing released today clarifies the nature of the dispute between ETE and WMB regarding the now infamous "Sec. 721(a) opinion" that (i) is a condition of the d...

Status of Popular Deals: May 3, 2016 - Bulletin Print Report; Williams/ETE Lawyers for ETE are currently unable to render a "Sec. 721(a)" opinion with respect to the transfer of assets from ETC to ETE. Why not? S...

Brocade Will Cause "A Ruckus": May 2, 2016 - Bulletin Print Report; Brocade Communications Systems, Inc. (BCS) has entered into a plan and agreement pursuant to which it will acquire all of the stock of Ruckus Wireless, Inc. (RWI). Although a s...

ROVI To Acquire TIVO And "Protect" Its NOLs: May 2, 2016 - Bulletin Print Report; Rovi Corporation (ROVI) and TiVo, Inc. (TIVO) announced that the former will acquire the latter "for $10.70 in cash and stock for total consideration of approximately $1.1...

Abbott's Acquisition of St. Jude Should Qualify As A "Reorganization": April 29, 2016 - Bulletin Print Report; Abbott Laboratories (AL) and St. Jude Medical, Inc. (SJM) have announced a plan and agreement calling for the acquisition of the latter by the former. The transaction will be s...

Adient plc Should Not Be A "Surrogate Foreign Corporation": April 28, 2016 - Bulletin Print Report; In conjunction with its acquisition by Tyco, Johnson Controls, Inc., (JCI) will be distributing the stock of a corporation, Adient plc, (A), which will conduct JCI's "...

Reverse Acquisition Not Found: April 26, 2016 - Volume 10 Issue 79 Print Report; P and T areeach thecommon parents of separateaffiliated groups, which have filed consolidated income tax returns for the years immediately preceding...

Vistana Is A "U.S. Real Property Holding Corporation": April 20, 2016 - Bulletin Print Report; The "break-up" of Starwood is one of the more complex transactions we have encountered. It involves, in total, a spin-off (or perhaps a split-off) and two mergers, in...

What Does Sec. 721 Entail?: April 19, 2016 - Bulletin Print Report; In the Williams/ETE transaction, Williams is slated to merge with and into a new corporation, ETC, and the latter will issue in exchange for Williams’ shares a...

A Brief History Of Inversions: April 19, 2016 - Bulletin Print Report; Because foreign source income of foreign corporations is not subject to U.S. tax, many U.S. corporations find it advantageous to “segregate” their foreign...

Inversions Are Not Dead: April 15, 2016 - Bulletin Print Report; The theory that the Treasury Department regulations have effectively killed inversion transactions is being sorely tested by a deal announced today that, from what we can glean...

Pre-Planned Sale of Stock Does Not Affect "Control" Requirement: April 15, 2016 - Volume 10 Issue 72 Print Report; H Corporation (H) owned all of the stock of P Corporation (P). Some 88 percent ofH's single class of commonstock was owned by the members of a family...

Temporary Regulations Impact Baxalta/Shire Deal: April 7, 2016 - Bulletin Print Report; While most of the attention, from a tax viewpoint, paid to the Baxalta, Inc./Shire plc transaction has focused on whether Shire's acquisition of the stock of Baxalta could...

Starwood Will Undertake Multiple "Morris Trust" Transactions: April 4, 2016 - Bulletin Print Report; Now that Anbang has withdrawn its offer for Starwood (HOT), the stage is set for HOT to be acquired by Marriott International, Inc. (MII). However, before such acquisition take...

Pinnacle Will Pay A "Property Dividend": March 28, 2016 - Bulletin Print Report; Pinnacle Entertainment, Inc. (PINN) has been pursuing an "opco/propco" transaction for quite some time. It appears that the transaction is now on the verge of being c...

Marriott Sweetens Its Offer: March 23, 2016 - Bulletin Print Report; Marriott International, Inc., (M), has come back with a higher offer for Starwood Hotels & Resorts Worldwide, Inc., (S), which the latter has found acceptable. Accordingly,...

IHS Narrowly Avoids "Inversion" Status For Cross Border Deal: March 21, 2016 - Bulletin Print Report; In the face of seemingly heightened attention being paid to cross border deals, what with articles in Tax Notes by learned professors and a flurry of legislative proposals, IHS...

"Bargain Purchase": March 9, 2016 - Bulletin Print Report; One of the more unusual deals we have ever encountered is currently unfolding in the real estate space. ARMOUR Residential REIT, Inc., (ARMOUR), through a newly-created subsidi...

Can HRG "Unlock" The Value In Spectrum Brands?: March 4, 2016 - Bulletin Print Report; HRG Group, Inc. (HRG) owns 57.9 percent of the stock of Spectrum Brands Holdings, Inc. (SBH). It also owns stock in FGL which is on the verge of being sold by HRG for what appe...

New Earnings Stripping Legislation: February 23, 2016 - Bulletin Print Report; Rep. Levin, one of the most determined foes of cross border merger transactions, has introduced, yet again, legislation in the House of Representatives that would ren...

Dell/EMC Transaction Depends On Legal Opinion: February 17, 2016 - Bulletin Print Report; The proxy materials describing the landmark transaction between Dell Computer and EMC Corporation indicate that the consummation of the transaction is conditioned on, among oth...

Merger Characterized as a Theft: February 16, 2016 - Volume 10 Issue 30 Print Report; A and B, while shareholders of U and V which were retail companies, entered into an agreement and plan of reorganization with W, a publicly traded corporation. The tr...

Fortis To Acquire ITC Holdings: February 10, 2016 - Bulletin Print Report; Clearly, the benefits to be gained from a "cross border" merger are not the exclusive preserve of the pharmaceutical and tech industries. We now have one of the first...

When Are a Parent and a Subsidiary "The Same Taxpayer?": February 3, 2016 - Volume 10 Issue 22 Print Report; The I.R.S. audited the TY2 income tax returns of Corporation 1, (C1), and its former foreign parent, Corporation 2, (C2). As a result of the audits, the Service made...

Is Stock Of A Merger Partner Substantially Identical To Target Stock?: February 2, 2016 - Volume 10 Issue 21 Print Report; There are numerous shareholders of Shire plc, Allergan plc, ETE, Dow Corporation and DuPont, for example, which have unrealized losses in their holdings. Each of these companie...

Deal Status Updates

January 29, 2016 - Bulletin Print Report

Broadcom/Avago—The Avago stock can be received on a tax-free basis if the transaction satisfies the requirements of the “Helen of Troy” regulations. In order for an &ldquo...

Baxter International Begins To Unload BXLT Stake/JCI Update: January 28, 2016 - Bulletin Print Report; When Baxter International, Inc. spun-off Baxalta, Inc. (BXLT) last July, it did not distribute all of its stock therein. It distributed only about 80 percent of such stock and...

LMT Will Pursue An "RMT" Transaction: January 27, 2016 - Bulletin Print Report; Lockheed Martin (LMT) has come to the same decision that many others before it have reached regarding the divestiture of a business unit: it is infinitely better to spin-off th...

TYC And JCI Announce The Latest "Cross Border" Deal: January 25, 2016 - Bulletin Print Report; Fresh off its settlement of "earnings stripping" disputes with the I.R.S., Tyco International plc, (TYC), is set to engage in another "tax oriented" transac...

WMB To Engage In An 'F' Reorganization: January 25, 2016 - Bulletin Print Report; The Williams Companies, Inc. ("WMB") and Energy Transfer Corp. L.P. ("ETC") have entered into a merger agreement which the parties, despite some restiveness...

"Backward" RMT (Merger Precedes Spin-Off) Passes Muster: January 20, 2016 - Volume 10 Issue 12 Print Report; Ordinarily, a "reverse Morris Trust" ("RMT") transaction follows a familiar pattern: A distributing corporation engaged in the active conduct of a trade or...

WCN Pursues An Inversion: January 19, 2016 - Bulletin Print Report; Waste Connections, Inc., (WCN), a domestic corporation, and Progressive Waste Solutions Ltd., (BIN), a Canadian corporation, "have entered into a definitive agreement to m...

General Electric Makes Amends: January 18, 2016 - Bulletin Print Report; Last month, General Electric ("GE") engaged in a merger transaction in connection with which holders of GECC preferred stock were forced (subject to the exercise of a...

Broadcom/Avago: Election Deadline Rapidly Approaching: January 14, 2016 - Bulletin Print Report; It appears that the Broadcom Corp. ("B")/Avago Technologies Ltd. ("A") merger is very close to completion, which means that shareholders of B will soon be a...

Baxalta Accepts Shire's Sweetened Offer: January 12, 2016 - Bulletin Print Report; Shire plc, (S), and Baxalta, Inc., (B), have entered into a definitive agreement and plan of merger pursuant to which B will become a wholly-owned subsidiary of S. &n...

Media General And Nexstar Reach An Agreement: January 11, 2016 - Bulletin Print Report; Media General, Inc., (MEG), and Nexstar Broadcasting Group, Inc., (NXST), have reached an agreement pursuant to which NXST will acquire the stock of MEG. However, the agreement...

Stock Repurchases After A "Morris Trust" Transaction (And An Inversion): January 4, 2016 - Bulletin Print Report; Distributing, ("D") is a publicly traded State A corporation and is the parent of an affiliated group that files a consolidated federal income tax return. Prior to Da...

Blocks Of Stock Transferred In A Merger Are Treated Separately: December 31, 2015 - Volume 9 Issue 250 Print Report; Petitioner, (P), owned stock in USSI, a New Jersey corporation, which owned a majority interest in two limited liability companies operating under the laws of the Russian Feder...

Payments To Settle Fraudulent Conveyance Claims Not Deductible: December 28, 2015 - Bulletin Print Report; OC was in the "A business" through its subsidiary, Sub. Sub was also engaged in the "B business." Many of the products produced by Sub contained "Subst...

Spin-Off Not Deterred By Recent Acquisition Of Control: December 23, 2015 - Volume 9 Issue 245 Print Report; Parent is a publicly traded State D corporation. Parent is the common parent of an affiliated group that files a consolidated federal income tax return, and is the common paren...

PFE/AGN: Just One Hurdle To Surmount: December 21, 2015 - Bulletin Print Report; The historic transaction in which Allergan plc (AGN) will acquire the stock of Pfizer, Inc. (PFE) is intended to avoid classification as an "inversion" and, therefore...

CCE's Shareholders Will Be Taxed On "Orange" Stock: December 18, 2015 - Bulletin Print Report; Coca-Cola Enterprises, Inc. (CCE) is in the process of "redomiciling" through a complex transaction that will culminate in CCE becoming a subsidiary of a newly-create...

Analysis Of The GPN/HPY Merger: December 17, 2015 - Bulletin Print Report; Global Payments, Inc. (GPN) recently announced that it has entered into a definitive agreement to acquire Heartland Payment Systems, Inc. (HPY). GPN will be acquiring HPY "...

NWL And JAH Will Combine In A Tax-Free Reorganization: December 15, 2015 - Bulletin Print Report; Newell Rubbermaid (NWL) and Jarden Corporation (JAH) have announced that they have entered into a definitive agreement "to combine the two companies."

Dow/DuPont: "MOE" To Be Followed By Spin-Offs: December 14, 2015 - Bulletin Print Report; DuPont (DD) and The Dow Chemical Company (DOW), longtime rivals, have announced board of director approval of a definitive agreement under which the companies will combine in a...

YHOO Capitulates: December 9, 2015 - Bulletin Print Report; Yahoo! Inc., not unexpectedly in light of the mounting shareholder discomfort with its original plan, has now decided to "suspend" work on the "pending plan"...

Exchange Of GECC Preferred Stock For G.E. Preferred Stock Is Taxable: December 4, 2015 - Bulletin Print Report; In connection with its exit from the finance business, General Electric Company, (G.E.), will be retiring certain preferred stock issued by its subsidiary, GECC. &nbs...

Should Yahoo! Inc. Emulate Seagate?: December 2, 2015 - Bulletin Print Report; Well over a decade ago, a company named Seagate was faced with a problem similar to that currently confronting Yahoo! Inc. Seagate owned a world class disk drive business and a...

Microsemi Wins The Battle For PMC-Sierra: November 27, 2015 - Bulletin Print Report; Microsemi Corporation, (MC), has reached an agreement to acquire the stock of PMC-Sierra, Inc., (PMC). PMC, as a result, will be terminating an agreement it had previously reac...

Can PFE Effect A Post-Merger Spinoff?: November 25, 2015 - Bulletin Print Report; There has been much discussion about the possibility of Pfizer plc (PFE) effecting a post-merger spin-off of a portion of its sprawling pharmaceutical business. In fact, PFE...

PFE And AGN Announce Their Deal: November 23, 2015 - Bulletin Print Report; One of the most significant deals of the recent past is now the subject of a definitive agreement, an agreement that is sure to elicit some criticism from politicians who belie...

Liberty Global And Cable & Wireless To Embark On An 'A' Reorganization: November 18, 2015 - Bulletin Print Report; Liberty Global plc (LG) and Cable & Wireless Communications plc (CWC) are embarking on a complex transaction in which, ultimately, the two corporations will be consolidated...

Starwood To Engage In Multiple Morris Trust Transactions: November 16, 2015 - Bulletin Print Report; Marriott International, Inc. (MAR) and Starwood Hotel & Resorts Worldwide, Inc. (HOT) today announced a definitive merger agreement pursuant to which MAR will acquire all o...

ABI And SAB Reach An Agreement: November 11, 2015 - Bulletin Print Report; Anheuser-Busch InBev SA/NV (ABI) and SAB Miller plc (SAB), as widely expected, have reached an agreement pursuant to which ABI will acquire the stock of SAB from the latter'...

"Thin Capitalization" Does Not Convert Debt Into Equity: November 11, 2015 - Volume 9 Issue 216 Print Report; Prior to September 19, 1947, P was a West Virginia corporation engaged inthe business of selling leather products. The...

Towers Watson Runs Afoul Of "Helen Of Troy": November 9, 2015 - Bulletin Print Report; Willis Group Holdings plc (WGH) and Towers Watson & Co. (TWC) are poised to effect a business combination that will be structured as a "reverse triangular merger."...

EXPE And AWAY To Merge: November 5, 2015 - Bulletin Print Report; Expedia, Inc., (EXPE), has agreed to acquire HomeAway, Inc. (AWAY) "for an equity value of $3.9 billion in cash and common stock, representing a per share price for AWAY s...

Merger of Stock S&L into Mutual S&L Not a Reorganization: November 5, 2015 - Volume 9 Issue 212 Print Report; CO merged with andinto CI in 1976. Mr. HaroldPaulsen, (P), owned 17,549 shares of "guaranty stock" in CO. In exchange for that stock, P received...

Rite-Aid's NOL Should Benefit Walgreen Boots Alliance: November 3, 2015 - Bulletin Print Report; Rite-Aid Corporation, (R), has agreed to be acquired by Walgreen Boots Alliance, Inc. (W) in a transaction that will be structured as a "reverse subsidiary cash merger.&qu...

Preliminary Thoughts On Pfizer/Allergan: November 2, 2015 - Bulletin Print Report; The possibility of a Pfizer, Inc. (PFE) and Allergan plc (AGN) combination has, understandably, captured the imagination of investors who are wondering whether such a marriage...

DMND Will Merge With And Into LNCE: October 29, 2015 - Bulletin Print Report; Snyder's-Lance, Inc., (LNCE), and Diamond Foods, Inc., (DMND), have announced an agreement under which "...LNCE will acquire all outstanding shares of DMND in a cash a...

Starwood Announces An "RMT" Transaction: October 28, 2015 - Bulletin Print Report; Starwood Hotels and Resorts Worldwide, Inc. (HOT) announced today its intention to spin-off its subsidiary, Vistana Signature Experiences, (V), and in connection with the spin-...

Tax Issues Surrounding Ferrari N.V. Offering: October 15, 2015 - Bulletin Print Report; Ferrari N.V. will be engaging in an initial public offering of approximately 10 percent of its stock in the near future. The shares to be offered are all "secondary"...

EMC/AB InBev Update: October 14, 2015 - Bulletin Print Report; EMC Update The merger agreement filed by Denali, Inc. reveals that Denali, Inc. will be acquiring the stock of EMC Corp. in exchange for a...

Sec. 351 Transaction Not Also a Reorganization: October 9, 2015 - Volume 9 Issue 193 Print Report; C Corporation, (C), is engaged in the commodity business, operating as an importer and dealer. As of September 15, 1979, C had outstanding 80 shares of common stock.<...

ABI's Proposal Appears To Address MO's Needs: October 7, 2015 - Bulletin Print Report; Anheuser-Busch InBev (ABI) made public its revised proposal to the Board of SABMiller plc (SAB) to combine the two companies "and build the first truly global beer company...

WMB To Combine With ETE: September 28, 2015 - Bulletin Print Report; Energy Transfer Equity, L.P. (ETE) and the Williams Companies, Inc. (WMB) announced a rather complex business combination which will see, once all the steps are completed, WMB&...

Altria's "Wish List": September 28, 2015 - Bulletin Print Report; Altria Group, Inc. (MO) holds approximately 27 percent of the economic and voting interest of SABMiller plc, (SAB), which MO accounts for under the "equity method" of...

A "Mere Change" Is A Reorganization Under Sec. 368(a)(1)(F): September 25, 2015 - Volume 9 Issue 183 Print Report; Sec. 368(a)(1) of the Code describes several types of transactions that constitute reorganizations . One of these, described in Sec. 368(a)(1)(F), is "a mere...

Atmel Shareholders To Be Taxed On Dialog Stock: September 22, 2015 - Bulletin Print Report; Atmel Corporation (AT) and Dialog Semiconductor plc (DS) have announced a definitive agreement pursuant to which DS will acquire all of the stock of AT from the latter's sh...

Calculating Increases In Ownership For Purposes Of Sec. 355(e): September 21, 2015 - Bulletin Print Report; D3 is the common parent of an affiliated group filing a consolidated tax return. D3 owns all of the stock of D2, which owns all of the stock of D1. D1 owns all of the interests...

Will The I.R.S. Scrutinize PNK's "Morris Trust" Transaction?: September 18, 2015 - Bulletin Print Report; Last July, Gaming and Leisure Properties, Inc., (GLPI), (the "propco" in the well-known spin-off undertaken by Penn National Gaming) and Pinnacle Entertainment, Inc.,...

Synergetics Shareholders Will Receive "CVRs": September 17, 2015 - Bulletin Print Report; BSC is offering to purchase all outstanding shares of common stock of Synergetics USA, Inc., (SY), at a price per share of $6.50 in cash plus one non-transferable contractual c...

Sec. 357(b) Is Sparingly Applied: September 15, 2015 - Volume 9 Issue 176 Print Report; ISC, Industries, Inc., (ISC), is the successor to I. I was in the consumer finance business. The board of directors of I approved the purchase of 52.846 percent of the stock of...

Blackstone's Basis Step Up: September 11, 2015 - Bulletin Print Report; We have written on numerous occasions about how buyers of corporations seek to obtain a cost basis in the target's assets. However, this is a goal that is rarely achieved....

MEG And MDP Will Undertake A "Sec. 351" Transaction: September 8, 2015 - Bulletin Print Report; Media General, Inc. (MEG) and Meredith Corporation (MDP) have announced a definitive merger agreement under which MEG "will acquire all of the outstanding common stock of...

Contingent Liabilities and Sec. 338(h)(10): September 1, 2015 - Volume 9 Issue 168 Print Report; On Date A, Purchaser, (P), entered into a stock purchase agreement with Seller, (S). Pursuant to the stock purchase agreement, P agreed to purchase Target, (T), a&nbs...

SLB Is Acquiring CAM: August 27, 2015 - Bulletin Print Report; Schlumberger Limited, (SLB), and Cameron International Corporation, (CAM), announced, on August 26th, a definitive merger agreement "in which the companies will combine in...

Indemnity Payment is a Capital Expenditure: August 26, 2015 - Volume 9 Issue 164 Print Report; Prior to November 4, 1955, the taxpayer owned 94 percent of the stock of PPRP. This company owned mineral lands in Texas as well asthree ranches and an oil refi...

"Carried Interest" Yields Capital Gain: August 24, 2015 - Bulletin Print Report; The income generated by a partnership retains its "character" when it is passed through to its partners. See Sec. 702(b) of the Code. Where that income constitutes &q...

Contingent Stock Constitutes Part of the Sales Price: August 19, 2015 - Volume 9 Issue 159 Print Report; In 1969, S, a wholly-owned subsidiary of P, acquired all the assets and assumed all the liabilities of T in a statutory merger that qualified as a reorganization unde...

Liberty Interactive Announces A "Reorganization": August 18, 2015 - Bulletin Print Report; Liberty Interactive Corporation, (L), has announced an agreement pursuant to which it will acquire "the outstanding shares" of zulily, inc., (ZU), for a combination o...

No Continuity of Interest Requirement in Sec. 351: August 18, 2015 - Volume 9 Issue 158 Print Report; ACQ was formed in Year 1 as a State A corporation. ACQ sought to engage in a series of transactions whereby T1 and 11 other independent Business 1 and related corpora...

Terex's Shareholders Will Be Taxed On Receipt Of "Kappa" Stock: August 17, 2015 - Bulletin Print Report; Terex Corporation, (Theta) has decided to join forces with Konecranes Plc (Kappa) in a transaction that has an unquestioned business rationale. However, the structure of the tr...

Google To Form Holding Company: August 11, 2015 - Bulletin Print Report; Google, Inc., (G), is doing something that many companies have done before it, forming a holding company whose sole function will be to own the stock of the operating companies...

The "Open Transaction" Approach Constitutes A Method Of Accounting: August 11, 2015 - Volume 9 Issue 153 Print Report; Prior to June 1, 2004, G was President of AB. Pursuant to a merger agreement effective June 1, 2004, AB became a wholly-owned indirect subsidiary of Boston Scientific Corporati...

Inversion Thursday: August 7, 2015 - Bulletin Print Report; On Thursday, August 6, 2015, two large transactions with inversion characteristics, even though one of them, technically, is not a "Sec. 7874 inversion," were announc...

I.R.S. Declines To Issue A Sec. 367 Ruling To Broadcom: July 30, 2015 - Bulletin Print Report; The combination of Broadcom Corporation and Avago Technologies Limited is structured as a "global" Sec. 351 exchange. Thus, Holdco, a foreign corporation, will be for...

Two More Tax-Free Reorganizations: July 27, 2015 - Bulletin Print Report; The pace of mergers has not shown any sign of slowing down, even during the normally slow summer months. Over the last few days, two transformative business combinations were i...

MPLX And MWE To Engage In Rare Partnership Merger: July 15, 2015 - Bulletin Print Report; MPLX LP, (MPLX), and Mark West Energy Partners, L.P., (MWE), recently announced the signing of a definitive merger agreement in connection with which MWE would become a "w...

AET And HUM: Two Mergers Produce A Reorganization: July 13, 2015 - Bulletin Print Report; Aetna (AET) and Humana, Inc., (HUM) have entered into a definitive agreement in connection with which AET will acquire HUM for consideration valued at a staggering $37 billion....

Excess "Parachute" Payments Are Subject to an Excise Tax: July 13, 2015 - Volume 9 Issue 132 Print Report; Sec. 280G of the Internal Revenue Code defines a parachute payment as a payment to a corporate officer that is contingent on a change in the control or owner...

Can Hewlett Packard Enterprise Co. and EMC Be Combined?: July 9, 2015 - Bulletin Print Report; Now that Hewlett Packard Co. has made certain SEC filings regarding the separation of its businesses via a tax free spin-off, the question of whether the spun-off corporation,...

PG Reprises Its Favorite Structure: July 9, 2015 - Bulletin Print Report; The Procter & Gamble Company (PG) is once again doing, from a financial engineering point of view, something it has become expert in: divesting a business in a tax-efficien...

ACE's Stock Will Be Taxable To CB Shareholders: July 8, 2015 - Bulletin Print Report; The business combination recently announced by ACE Limited (ACE) and The Chubb Corporation (CB), one of the largest deals of this or any other year, will be structured in such...

Centene's Two Step Acquisition Of Health Net: July 6, 2015 - Bulletin Print Report; Centene Corporation, (CC), and Health Net, Inc., (HNI), have entered into an agreement and plan of merger pursuant to which CC will be acquiring HNI. The agreement and plan of...

Willis Group To Annex Towers Watson: June 30, 2015 - Bulletin Print Report; Willis Group Holdings plc (WSH) and Towers Watson & Co. (TW) have announced the signing of a definitive merger agreement under which "the companies will combine in an...

"Foreign To Foreign" Merger Can Be A Reorganization: June 25, 2015 - Bulletin Print Report; Delhaize Group and Royal Ahold N.V. have announced their intention to pursue a business combination of the two supermarket giants. The announcement has elicited a large amount...

Martha Stewart To Engage In A "Global" Sec. 351 Transaction: June 24, 2015 - Bulletin Print Report; Martha Stewart Living Omnimedia, Inc. (MSLO) and Sequential Brand Group, Inc. (SBG) have announced a business combination that will result in each of MSLO and SBG becoming subs...

I.R.S. Reaffirms "Bright Line" Test For Substantial Business Activities: June 4, 2015 - Bulletin Print Report; A foreign corporation will be treated as a "surrogate foreign corporation" (making the domestic corporation which it acquires an "expatriated entity" subjec...

Dissolution vs. Merger: June 3, 2015 - Volume 9 Issue 105 Print Report; A corporation, (U), incurred organizational expenses before 1954 in the amount of $607,601. In July, 1964, U and C Corporation, (C), entered into a merger agreement....

Broadcom, Time Warner Cable, And Equinix Update: June 1, 2015 - Bulletin Print Report; Last week three significant transactions were announced, and each such transaction featured interesting tax angles. Our preliminary observations contained in our previous Bulle...

Tax Consequences Of Time Warner Cable/Charter Transaction: May 27, 2015 - Bulletin Print Report; Although the merger agreement has not yet been published, we have, we believe, sufficient information to intelligently discuss the likely tax consequences flowing from the land...

Merger Of Insolvent Corporation Constitutes A Reorganization: May 22, 2015 - Volume 9 Issue 98 Print Report; NS and his wife, JS, owned approximately 99 percent of the stock of P, C, and RO. All three corporations were engaged in the sale and servicing of automobiles....

Exchange For Stock And Boot Not A "Disposition": May 20, 2015 - Volume 9 Issue 96 Print Report; X corporation (X) and Y corporation (Y) are unrelated corporations. On July 1, 2011, X grants a stock option to A, an employee of X since January 4, 2011, entitling A to purcha...

ASNA And ANN To Merge: May 19, 2015 - Bulletin Print Report; ascena retail group, inc. (ASNA) and ANN INC. (ANN) announced yesterday that they have entered into a definitive merger agreement in connection with which ASNA will acquire all...

Identifying the "Acquiring" Corporation: May 14, 2015 - Volume 9 Issue 92 Print Report; In 1983, the regulators examined M, a State X bank, and determined it had "substantial financial problems." The regulators began negotiations with another S...

Freescale's Shareholders Will Be Taxed On Receipt Of NXPI Stock: May 12, 2015 - Bulletin Print Report; NXP Semiconductors NV (NXPI) and Freescale Semiconductors Ltd. (FSL) have entered into a plan and agreement pursuant to which NXPI will acquire all of the stock of FSL for a mi...

Goodwill Gain Is "Qualifying Income": May 11, 2015 - Volume 9 Issue 89 Print Report; The taxpayer, (TP), is a Real Estate Investment Trust, (REIT). TP focuses on the ownership and management of "B" properties leased to "B" operator...

ALXN Is Planning A Tax-Free Reorganization: May 7, 2015 - Bulletin Print Report; Alexion Pharmaceuticals, Inc., (ALXN) made headlines yesterday as a result of the magnitude of the premium it is offering in connection with its planned $8.4 billion acquisitio...

Sec. 332 Is Elective--Part I: April 29, 2015 - Volume 9 Issue 81 Print Report; Individual, (I), owned H, a domestic corporation. H owned S1 and S2. I, S1, and S2 collectively owned 100 percent of S3, a Country X corporation; S1 owned more than 8...

ARRIS Group To Engage In "Old School" Inversion: April 23, 2015 - Bulletin Print Report; ARRIS Group, Inc., (AG), has entered into a plan and agreement with Pace plc (P) which will lead to each of AG and P becoming subsidiaries of "New ARRIS," (NA), a cor...

A Sale Of Veritas Compares Unfavorably To Its Spin-Off: April 22, 2015 - Bulletin Print Report; In October 2014, Symantec Corporation, (S), announced its intention to separate into a security business and an information management business. Such separation was to be accom...

Is Nokia Planning A 'B' Reorganization?: April 16, 2015 - Bulletin Print Report; Nokia's understanding with Alcatel-Lucent is couched in unusual terms. Apparently, Nokia has to structure the acquisition as a "public exchange offer" (to be file...

Kraft's Special Dividend Is Merger "Boot": April 14, 2015 - Bulletin Print Report; If the landmark Kraft/Heinz merger is completed, each outstanding share of Kraft common stock...will be converted into the right to receive one share of common stock of the mer...

"Boot" vs. "Special Dividend": April 2, 2015 - Bulletin Print Report; The issue that arose in connection with Kraft's merger with Heinz has come up once again with respect to a much smaller deal involving two Bermuda insurers, Montpelier Re H...

Dow Chemical To Engage In "Reverse Morris Trust" Transaction: March 27, 2015 - Bulletin Print Report; The Dow Chemical Company (DOW) and Olin Corporation (OLN) have announced a definitive agreement pursuant to which "a significant portion of DOW's chlorine value chain&...

Analyzing Kraft's "Special Dividend": March 26, 2015 - Bulletin Print Report; H.J. Heinz Holding Corporation (HJH) and Kraft Foods Group, Inc. (K) have entered into a definitive merger agreement for the purpose of creating "The Kraft Heinz Company,&...

Why Is PNK's Spin-Off Taxable?: March 18, 2015 - Bulletin Print Report; GLPI's proposal regarding Pinnacle Entertainment (PNK) envisions a spin-off of an "opco" followed immediately by a merger of the remaining company (propco) with a...

GLPI's Bold Proposal For PNK: March 9, 2015 - Bulletin Print Report; Gaming and Leisure Properties, Inc. (GLPI), the company that was spun-off from Penn National Gaming in a landmark transaction that became the model for "opco/propco"...

AbbVie and Pharmacyclics--The Signs Point To A Reorganization: March 6, 2015 - Bulletin Print Report; On March 4th, AbbVie Inc. (A) and Pharmacyclics, Inc. (P), each a Delaware corporation, entered into an Agreement and Plan of Reorganization, by and among A, P, Oxford Amherst...

Rare Inversion Sighting: February 27, 2015 - Bulletin Print Report; What used to be quite common has now become exceedingly rare; an acquisition by a foreign corporation of the stock of a U.S. corporation in what is now widely known as an "...

"Excluded" Acquisitions Preserve Tax-Free Spin-Off: February 12, 2015 - Volume 9 Issue 29 Print Report; D2 is a holding company whose primary asset is the stock of D1. D1 is also a holding company whose primary asset is the stock of several operating subsidiaries, including the s...

Spin-off Trends: February 11, 2015 - Volume 9 Issue 28 Print Report; Spin-off requirements: "control" requirement: immediately before the distribution, T (the distributing corporation) must control the corporation whose stock...

HRS To Acquire XLS/Actavis Update: February 9, 2015 - Bulletin Print Report; Harris Corporation, (HRS), and Exelis, Inc., (XLS) have jointly announced a definitive agreement under which the former will acquire the stock of the latter "in a cash and...

Staples To Acquire Office Depot: February 5, 2015 - Bulletin Print Report; Staples, Inc. (S) and Office Depot, Inc., (ODP), have announced the execution of an Agreement and Plan of Merger "by and among S, Staples AMS, Inc., and ODP, pursuant to w...

Single Sale or Separate Sales?: February 4, 2015 - Volume 9 Issue 23 Print Report; Petitioner, (P),is a personal holding company. In 1941, Mrs. Morris, (MM), owned 91.87 percent of its outstanding capital stock. &nb...

Yahoo's Plan For Alibaba Stake Revealed: January 28, 2015 - Bulletin Print Report; Yahoo! Inc. (Y) has announced its plan to divest, "tax-efficiently," its Alibaba (BABA) stake and, not surprisingly, the plan employs the spin-off provisions of the t...

RKT And MWV To Merge: Spin-Off To Follow: January 26, 2015 - Bulletin Print Report; Rock-Tenn Company (RKT) and MeadWestvaco Corporation (MWV) today announced an agreement pursuant to which each of RKT and MWV will becomes subsidiaries of a new corporation (&q...

CYN's Merger With RY Will Constitute A Reorganization: January 26, 2015 - Bulletin Print Report; City National Corporation (CYN) and Royal Bank of Canada (RY) have reached an agreement pursuant to which CYN will be merged with and into RBC USA Holdco, (RBC), a direct wholl...

Returning Escrowed Shares: January 23, 2015 - Volume 9 Issue 15 Print Report; P Corporation, (P), formed Subsidiary, (Sub). T Corporation, (T),a holding company, owns all of the stock of R Corporation, (R), and S Corporation, (S). P's...

MWV Will Spin-Off Its Specialty Chemicals Business: January 9, 2015 - Bulletin Print Report; MeadWestvaco Corporation, (MWV), announced its intention to "separate" its Specialty Chemicals business from the rest of the company. The separation is expected to be...

Assumption of "Incidental Guarantee" Not Boot: December 31, 2014 - Volume 8 Issue 251 Print Report; T Corporation, (T), isa regulated public utility. T has outstanding 29,500 shares of voting common stock, all of which were held by Mr. A. ACQ is also a regulat...

Private Companies Get "Accounting Alternative" For Mergers: December 26, 2014 - Bulletin Print Report; The Financial Accounting Standards Board ("FASB") has issued new rules that will simplify the accounting for business combinations, at least in the case of private co...

"TARP" Status Is A Sec. 381 "Tax Attribute": December 26, 2014 - Volume 8 Issue 248 Print Report; T merged with and into TP in a transaction to which Sec. 381 applied. TP is the common parent of an affiliated group which files a consolidated income tax return....

Allergan Shareholders Will Be Taxed On Receipt Of Actavis Stock: December 24, 2014 - Bulletin Print Report; The recently issued S-4 with respect to the combination of Allergan, Inc. (AGN) and Actavis plc (ACT) discloses that the transaction will be structured as a "reverse trian...

Recently Purchased Business Is an Active Business: December 5, 2014 - Volume 8 Issue 234 Print Report; D Corporation, (D), is a publicly-traded Country A corporation. D has outstanding two classes of stock, publicly traded ordinary shares of a single class ("D Com...

CODE's And CY's NOLs May Be Affected By Merger: December 4, 2014 - Bulletin Print Report; Recently, Cypress Semiconductor Corporation, (CY), and Spansion, Inc., (CODE), announced a "merger of equals" transaction the details of which are disclosed in the me...

Form Of Inversion Leads To Injunction: November 28, 2014 - Bulletin Print Report; A pending "inversion" transaction was enjoined by a Delaware Chancery Court judge recently because of a "disconnect" between the manner in which the transac...

PTP: Dividend Or Part Of Purchase Price?: November 25, 2014 - Bulletin Print Report; One of the more difficult questions that arises in connection with acquisitions is whether a "pre-sale dividend" remitted by the acquired corporation is properly trea...

The Device Test and Morris Trust Transactions: November 25, 2014 - Volume 8 Issue 227 Print Report; P Corporation, (P), owned all of the stock of S Corporation, (S), for over five years. Both P and Shave eachbeen engaged in the active conduct of a trade...

How Will A Baker Hughes Shareholder Be Taxed?: November 19, 2014 - Bulletin Print Report; In one of the largest business combinations of the year, Baker Hughes, Inc., (BHI), will be merging with and into a limited liability company, (RTLLC), to be created by Hallibu...

BBT And SUSQ Will Effect A "Two-Party" Merger: November 18, 2014 - Bulletin Print Report; BB&T Corporation, (BBT) and Susquehanna Bancshares, Inc. (SUSQ) have announced the signing of a definitive agreement "under which BBT will acquire SUSQ in a cash and s...

Yahoo's Options For Its Equity Stakes: November 18, 2014 - Bulletin Print Report; With Yahoo! Inc. (Y) confirming the fact that it is exploring "tax efficient" options for the divestiture of its equity stakes in each of Alibaba (BABA) and Yahoo Jap...

Actavis Wins The Battle For Allergan: November 17, 2014 - Bulletin Print Report; Actavis plc (ACT) and Allergan, Inc. (AGN) announced that they have entered into a definitive agreement pursuant to which ACT will acquire AGN for a combination of (i) $129.22...

LH Stock Will Be Taxable To The CVD Shareholders: November 5, 2014 - Bulletin Print Report; Laboratory Corporation of America Holdings, (LH), and Covance, Inc., (CVD), have entered into a definitive agreement pursuant to which LH will acquire all of the stock of CVD.<...

WMGI To Engage In A "Modern" Inversion Transaction: October 28, 2014 - Bulletin Print Report; In light of the Treasury Department's issuance of Notice 2014-52, certain inversion transactions are less attractive than heretofore; and such Notice has reportedly been pr...

Comcast/QVC Not "Unitary" But "Termination Fee" Taxable: October 28, 2014 - Volume 8 Issue 207 Print Report; For taxpayers operating businesses within and outside the state, California applies the "unitary business principle." That method calculates the local tax base by fir...

Break-Up Fees Do Not Terminate REIT Status: October 23, 2014 - Volume 8 Issue 204 Print Report; TA is a publicly-traded REIT. TA is (through a wholly-owned subsidiary) the sole general partner of PSA and has an "a%" ownership interest in PSA.

KMI Discusses The Tax Consequences Of Its Annexation Of KMP: October 22, 2014 - Bulletin Print Report; Kinder Morgan, Inc. (KMI) issued proxy materials the other day in which it discussed the tax consequences the unitholders of Kinder Morgan Energy Partners, L.P. (KMP) can expec...

Why Is Endo and BD Stock Taxable?: October 21, 2014 - Bulletin Print Report; In two recently announced business combinations, the buyer is offering, as an integral part of the consideration, its own stock. In each case, moreover, the stock component of...

No Device Despite Pre-Arranged Sale Of Stock: October 14, 2014 - Volume 8 Issue 197 Print Report; D is the common parent of an affiliated group that files a consolidated income tax return. D is engaged directly and though subsidiaries in Business A, Business B, and Business...

Blackstone To Spin Off Financial Advisory Business and Endo Update: October 13, 2014 - Bulletin Print Report; The Blackstone Group L.P., a publicly-traded partnership, has announced a plan to spin off to its unitholders its financial and strategic advisory services, restructuring and r...

Taxation Of Foster Wheeler Shareholders With Respect To AMEC Deal: October 8, 2014 - Bulletin Print Report; AMEC plc, (AM) has reached an agreement with Foster Wheeler AG, (FW), pursuant to which the latter will be acquired by the former in a multi-step transaction. Initially, a newl...

EFH Tax Memorandum Is Must Reading For All Creditors: October 6, 2014 - Bulletin Print Report; An "Omnibus Tax Memorandum," dated October 1, 2014 and filed with the Bankruptcy Court on that date, does a wonderful job of laying out the daunting federal income ta...

UBS Will Become A Holding Company: October 3, 2014 - Bulletin Print Report; UBS has announced an internal restructuring which will lead to the formation of a "pure" holding company. Such holding company will own, directly and indirectly, all...

Merged Corporations Are "The Same Taxpayer": October 2, 2014 - Volume 8 Issue 189 Print Report; In 1998, N acquired OWF through a forward triangular merger under Sec. 368(a)(1)(A) and Sec. 368(a)(2)(D). OWF merged into WFC, a subsidiary of N organized for purposes of the...

Civeo Chooses Inversion Over REIT Election: September 30, 2014 - Bulletin Print Report; Civeo Corporation, (CVEO), faced with a choice of two tried and true tax savings maneuvers, a REIT election or an "inversion," rejected the former and has chosen to p...

Chiquita's Revised Merger Terms Keeps It Out Of Harm's Way: September 29, 2014 - Bulletin Print Report; Chiquita Brands International, Inc., (CQB), and Fyffes plc, (FFE), have announced that their respective Boards of Directors have approved a revised agreement for the proposed c...

Treasury Notice Narrowly Focused On "Bail Outs" Of Untaxed Earnings: September 23, 2014 - Bulletin Print Report; The Treasury Department's response to the proliferation of inversion transactions was issued last night and is interesting only in the sense that it is so narrowly focused....

WPG Will Secure A Cost Basis In Glimcher's Assets: September 22, 2014 - Bulletin Print Report; Glimcher Realty Trust, (GRT), and Washington Prime Group, Inc., (WPG), each a REIT, have entered into a definitive agreement pursuant to which GRT will be merged with and into...

FNF Adopts Liberty Strategy With Respect To Remy International, Inc.: September 9, 2014 - Bulletin Print Report; Fidelity National Financial, Inc., (FNF), is adopting a strategy most closely identified with Liberty Media in order to efficiently divest a less than controlling stake it owns...

BHP Biliton Will Effect A Spin-Off: August 22, 2014 - Bulletin Print Report; BHP Biliton, (BHP), plans to create an independent global metals and mining company "based on a selection of its aluminum, copper, manganese, nickel, and silver assets.&qu...

High Vote and Low Vote Stock Constitute a Single Class of Stock: August 7, 2014 - Volume 8 Issue 151 Print Report; On Date 1, P Corporation, (P), acquired all of the stock of S Corporation, (S), which consisted of a single class of common stock. &...

"Failed" Reverse Triangular Merger Qualifies Under Sec. 351: August 6, 2014 - Volume 8 Issue 150 Print Report; P is a State W corporation. P has 752,000 shares of voting common stock outstanding, 6,000 shares of preferred stock ("Class 1 Preferred Stock") outstanding...

SSP and JRN To Forge Unusual Alliance: July 31, 2014 - Bulletin Print Report; The E.W. Scripps Company (SSP) and Journal Communications (JRN) have announced an intricate, multi-step, transaction that will result in the shareholders of each such corporati...

Liberty's Latest Spin-Off Secures Blessing Of I.R.S.: July 21, 2014 - Bulletin Print Report; Liberty TripAdvisor Holdings, Inc., (TC), is currently, but not for much longer, a wholly-owned subsidiary of Liberty Interactive Corporation, (L). TC's business, assets, a...

AbbVie and Shire Reach An Agreement: July 18, 2014 - Bulletin Print Report; AbbVie, Inc., (AV), and Shire plc, (SH), have entered into an agreement pursuant to which each will become a subsidiary of a newly-created Jersey corporation, New AbbVie, (NAV)...

Transitory Corporations Are Disregarded: July 18, 2014 - Volume 8 Issue 137 Print Report; T was formed in Year 1 by SH1. He and wife, SH2, owned all of T's outstanding stock in equal proportions. P, a private eq...

Lorillard And Rockwood Mergers Will Have Different Tax Outcomes: July 15, 2014 - Bulletin Print Report; Although most mergers are announced on Mondays, deal activity has been so feverish lately that announcements are now regularly spilling over to later in the week. This morning,...

CJES Will Undertake The Latest Variety Of Inversion Transaction: July 14, 2014 - Bulletin Print Report; Last week, Bloomberg previewed a new species of inversion transaction, the "Spinversion." In a Spinversion, a large domestic corporation spins off a business unit and...

ACM And URS To Merge: July 14, 2014 - Bulletin Print Report; AECOM Technology Corporation, (ACM), and URS Corporation, (URS), have announced the execution of a definitive agreement under which "ACM will acquire all outstanding share...

Salix Pharmaceuticals Joins The Inversion Parade: July 9, 2014 - Bulletin Print Report; While we are waiting for Abbvie and Shire to effect their landmark inversion transaction, Salix Pharmaceuticals, Ltd., (SAX), a Delaware corporation, announced that it had ente...

Reorganization Target Is Also a Sec. 351 "Transferor": July 9, 2014 - Volume 8 Issue 130 Print Report; P Corporation, (P), is engaged in Business A and Business B. P is an 'S' corporation. P owns all of the voting preferred stock of T Corporation, (T). T is eng...

Pre-Merger Dividend Treated as "Boot": July 8, 2014 - Volume 8 Issue 129 Print Report; Prior to September 24, 1941, P Corporation, (P), had outstanding 1,500 shares of capital stock. On September 30, 1941, there was distributed to the shareholders of P...

Can BEAV's Spin-off Be Coupled With An Acquisition?: June 30, 2014 - Bulletin Print Report; B/E Aerospace, Inc., (BEAV), three weeks ago, announced that its board of directors has "commenced a process to separate its businesses into two independent publicly-trade...

Exchanging Options in a 'B' Reorganization: June 25, 2014 - Volume 8 Issue 121 Print Report; P, a widely-held and publicly traded corporation, is the common parent of a consolidated group. P has voting common stock outstanding, has no preferred stock outstand...

WEC's Acquisition Of TEG Should Constitute A Reorganization: June 24, 2014 - Bulletin Print Report; Wisconsin Energy Corporation, (WEC), and Integrys Energy Group, Inc. (TEG), have entered into a definitive agreement in connection withwhich the former will acq...

Spin-Off Dictated By Acquirer Invokes Sec. 355(e): June 23, 2014 - Volume 8 Issue 119 Print Report; P was a closely-held State A corporation with a single class of common stock outstanding. The Principal Shareholders of P hold approximately "b%" of its stock. P has...

Valeant Proposes Fully Taxable Transaction: June 20, 2014 - Bulletin Print Report; Whatever the merits of the Valeant/Allergan combination from a commercial viewpoint, one thing is certain as a result of the manner in which the transaction is slated...

Medtronic Dips A Toe Into The "Inversion" Pool: June 16, 2014 - Bulletin Print Report; Undaunted by the specter of proposed legislation that would effectively eliminate inversion transactions consummated after May 8, 2014, one of the largest inversions to date, i...

Exchange Offer And Merger Constitute A Single Transaction: June 11, 2014 - Bulletin Print Report; Endurance Specialty Holding, Ltd. (ESH) has decided to take its quest to acquire Aspen Insurance Holdings, Ltd. (AIH) to another level. It is launching a exchange offer for AIH...

Who Are The "Historic" Shareholders?: June 10, 2014 - Volume 8 Issue 110 Print Report; D is a State X corporation actively engaged in Business A and in Business B. As of August 6, 1997, D had outstanding 200,000 shares of voting common stock owned by--(...

"Outbound" Reorganizations Are Generally Taxable: June 4, 2014 - Volume 8 Issue 106 Print Report; Where a transaction involving domestic corporations qualifies as a reorganization under Sec. 368 of the Code, the shareholders of the acquired corporation who exchange their st...

Will DuPont And Tronox Engage In An RMT?: June 3, 2014 - Bulletin Print Report; Rumors are circulating that DuPont is considering a reverse Morris Trust (RMT) transaction in which it would spin-off or split-off its performance chemicals business, and the s...

Effect Of Mr. Ackman's Munificence On Other AGN Shareholders: June 2, 2014 - Bulletin Print Report; Valeant Pharmaceuticals International, Inc. (VRX), once again, has revised its offer for Allergan, Inc. (AGN). Under the latest offer, each AGN share would be exchanged for $72...

Chelsea Therapeutics' Shareholders Will Receive CVRs: May 28, 2014 - Bulletin Print Report; Charlie Acquisition Corporation, a Delaware corporation and a wholly-owned indirect subsidiary of H. Lundbeck A/S, a Danish corporation, is offering to purchase all of the shar...

'G' Reorganizations Require Creditors Holding "Securities": May 23, 2014 - Volume 8 Issue 99 Print Report; X,a publicly-traded State R corporation, emerged from a Chapter 11 bankruptcy proceeding as the successor to Y, a State S corporation. As of Date 7, X had accum...

T And DTV Will Effect An 'A' Reorganization: May 19, 2014 - Bulletin Print Report; DIRECTV (DTV) and AT&T, Inc., (T), as widely expected, have announced a plan and agreement pursuant to which DTV will be combined with T in a transaction that is,...

HSH And PF To Effect "Two Step" Reorganization: May 14, 2014 - Bulletin Print Report; The Hillshire Brands Company, (HSH), the old Sara Lee (ex the coffee business), and Pinnacle Foods, Inc., (PF), have entered into a definitive agreement pursuant to w...

"Reverting" A Pension Surplus Is Not Worth The Effort: May 14, 2014 - Volume 8 Issue 92 Print Report; Now that many pension plans have moved into a surplus position, companies might be tempted to terminate the plans (after providing for all of the benefits that have accrued to...

Redefining The "Acquiring" Corporation: May 7, 2014 - Bulletin Print Report; Reg. Sec. 1.381(a)-1(a) reminds us that Sec. 381 of the Code provides that a corporation which acquires the assets of another corporation in certain liquidations and...

Alliant Techsystems To Engage In A "Conventional" Morris Trust: May 5, 2014 - Bulletin Print Report; Although the 1997 enactment of Sec. 355(e) severely limited the ability of corporations to engage in "Morris Trust" transactions, these transactions do crop up from t...

Blimpie Founder Cannot Escape New York Taxation: May 5, 2014 - Volume 8 Issue 85 Print Report; In 1981, Blimpie, (B), became a public company. In that year, B was controlled by four officers, one of whom was the taxpayer, DLS. These officers collectively contro...

Comcast's Elaborate Divestiture Plan: April 29, 2014 - Bulletin Print Report; Comcast (CO) hasoutlined its plan to divest cable systems and subscribers in connection with the Time Warner Cable (TWC) merger and, as expected, it is both mul...

Comcast's Potential Divestiture and Allergan's Potential Merger: April 23, 2014 - Bulletin Print Report; Bloomberg is reporting that Charter Communications, Inc. (CHTR) is "...nearing a deal to acquire about 1.5 million subscribers from Comcast Corporation, (CMCSA)...

"Reverse" Spin-Off Permits Retention of Borrowed Funds: April 9, 2014 - Volume 8 Issue 68 Print Report; Old Parent (OP) is the publicly-traded common parent of an affiliated group of corporations that files a consolidated income tax return. OP has a single class of common stock o...

MNK To Take Advantage Of Its Irish Domicile: April 7, 2014 - Bulletin Print Report; Mallinckrodt plc (MNK) and Questcor Pharmaceuticals, Inc. (QCOR) announced that they have entered into a definitive merger agreement pursuant to which QCOR will becom...

LIN And MEG Will Engage In A "Sec. 351 Transaction": March 24, 2014 - Bulletin Print Report; Media General, Inc., (MEG), and LIN Media LLC, (LIN), announced, on March 21st, a definitive merger agreement "that will create the second larges pure-play television broa...

Shareholders Of EPL Will Be Taxed On Receipt Of Energy XXI Stock: March 14, 2014 - Bulletin Print Report; On March 12th, EPL Oil & Gas, Inc., a domestic corporation, (EPL), entered into an Agreement and Plan of Merger with Energy XXI (Bermuda) Limited, (XXI). In the t...

The First Fruit Inversion: March 10, 2014 - Bulletin Print Report; Even though the President's budget proposals with respect to "inversions" roiled the market, these transactions are continuing unabated. In fact, in lig...

President Obama Eyes Inversions and Spin-0ffs: March 5, 2014 - Bulletin Print Report; President Obama's budget provisions, not unexpectedly, attack "inversion" transactions in a most damaging way. The good news is that most analysts have&...

Termination Fees Are Ordinary Income: March 3, 2014 - Volume 8 Issue 41 Print Report; On Date 1, TP entered into an Agreement and Plan of Merger with B ("Agreement 1") to acquire the stock of B for stock, cash, and assumption of debt. Under t...

AMEC and Foster Wheeler Will Engage In a Reorganization: February 19, 2014 - Bulletin Print Report; AMEC plc, (AP), is launching a "public exchange offer" to acquire all of the shares of Foster Wheeler AG, (FW), one of the first U.S. companies to have engaged in an...

Actavis Doubles Down On Inversion Strategy: February 18, 2014 - Bulletin Print Report; Last year, Actavis, Inc. and Warner-Chilcott plc engaged in an "inversion" transaction pursuant to which each ofActavis and Warnerbecame subsidi...

Can A U.S. Person Receive HudBay Stock On A Tax-Free Basis?: February 12, 2014 - Bulletin Print Report; HudBay Minerals, Inc., (HMI), is offering to "purchase" all of the shares of Augusta Resources Corporation, (ARC), other than the shares of ARC already held...

Shares Received As "Stock Price Guarantee" Were Tax Free: February 7, 2014 - Volume 8 Issue 26 Print Report; In 1969, S, a wholly-owned subsidiary of P, acquired all the assets and assumed all the liabilities of T in a statutory merger that qualified as a reorganization unde...

Will Ziggo's Shareholders Be Taxed On Liberty Global's Stock?: February 4, 2014 - Bulletin Print Report; Liberty Global, plc (LG) and Ziggo N.V., (Z) have reached an agreement pursuant to which LG will acquire Z and, at least operationally if not legally, Z's busines...

Terminating a Business Conducted by a Subsidiary: January 30, 2014 - Volume 8 Issue 20 Print Report; X is a State X corporation. X has outstanding only common stock which is bothwidely held and publicly traded. There are no "rights" outstanding which...

Disproportionate Recapitalization Exchange: January 29, 2014 - Volume 8 Issue 19 Print Report; X is a corporation established in Y. Originally, there were three shareholders, including SHA.X borrowed funds from its shareholders. These loans ranged from th...

NuPathe, Inc. Succumbs To "Superior" Offer: January 24, 2014 - Bulletin Print Report; NuPathe, Inc., (N), had agreed to be acquired by Endo Health Solutions, Inc. (E) in a transaction in which each N share would be converted into (i)the right to...

Charter Makes Public Its Designs on Time Warner Cable: January 16, 2014 - Bulletin Print Report; Charter Communications, Inc.(CC) has gone public with its intentions vis a vis Time Warner Cable (TWC). It is offering to acquire its larger rival for a combina...

Liberty Media Outlines Bid For Remainder Of Sirius XM: January 6, 2014 - Bulletin Print Report; Liberty Media Corporation, (L), currently owns, taking into account both stock that it owns directly and stock that it has a right to acquire, approximately 53.4 percent of the...

Endo Will Issue "CPRs": December 26, 2013 - Bulletin Print Report; Endo Health Solutions, Inc., (E), has been busy. It is in the process of accomplishing an "inversion" transaction in which both it and Paladin Labs will become subsid...

The Case For A "Double Dummy": December 11, 2013 - Bulletin Print Report; Sysco Corporation, (SYY), and U.S. Foods, (USF),recently agreed to merge. The transaction will be structured as (1) a reverse triangular merger in which a tra...

American Airlines Group's NOLs: December 9, 2013 - Bulletin Print Report; The merger of AMR Corporation (AMR)and U.S. Airways Group (UAG)will be consummated today. The combined entity will be called American Airlines Group, In...

Abandonment Losses: November 27, 2013 - Volume 7 Issue 229 Print Report; Three brothers controlled 72.3 percent of TP's voting stock. The public owned the remainder of the stock. TP retained Ad...

Endo and Paladin Plan "Double" Inversion: November 6, 2013 - Bulletin Print Report; Thelatestvariety of "inversion" transaction involves thecombination of two operating companies, each incorporated in a high-tax jurisdicti...

Weyerhaeuser Will Engage In an "RMT" Transaction: November 6, 2013 - Bulletin Print Report; Weyerhaeuser Company, (WY), a real estate investment trust, (REIT), announced that it has entered into a definitive agreement to combine its homebuilding business wit...

"COBE": October 24, 2013 - Volume 7 Issue 205 Print Report; For a transaction to qualify as a reorganization, it must satisfy not only the "terms of the specifications" (set forth in Sec. 368 of the Internal Revenue...

REIT Merger To Qualify As a Reorganization: October 24, 2013 - Bulletin Print Report; American Realty Capital Properties, Inc., (ARCP), and Cole Real Estate Investments, Inc., (C), each of which is a real estate investment trust(REIT),hav...

Will NRG Get A Cost Basis In EME's Assets?: October 22, 2013 - Bulletin Print Report; NRG Energy, Inc., (NRG), recently entered into an agreement with Edison Mission Energy (EME) and Edison International (EIX) which provides forNRG's acquisitio...

Is Yahoo Running Out of Time?: October 15, 2013 - Bulletin Print Report; Yahoo!, (Y),ownsgreater than 20 percent stakes in each of Alibaba, (AL),and Yahoo Japan, (YJ). These stakes are highly appreciated and a taxable d...

Liberty Media's Latest Restructuring Actions Are Tax-Efficient: October 11, 2013 - Bulletin Print Report; Liberty Media Corporation, (LMC), announced, on October 10, 2013, a series of restructuring actions each of which is fraught with tax implications. 1....

BPY Seeks To Acquire BPO: October 1, 2013 - Bulletin Print Report; Brookfield Property Partners, L.P., (BPY) is proposing to acquire the shares of Brookfield Office Properties, Inc., (BPO), which it does not currently own at a pric...

Series of Transactions Amounts to a Liquidation: September 24, 2013 - Volume 7 Issue 183 Print Report; P, a domestic corporation, owns all of the stock of FS1, a Country B corporation, and FS2, a Country A corporation. T is also a Country A corporation. FS1 will form...

Berry's Merger With LinnCo Should Constitute a Reorganization: September 23, 2013 - Bulletin Print Report; It appears, notwithstanding the accounting controversy in which LinnCo, (LC),has been recentlymired, thatthe merger of Berry Petroleum Company, (B...

Verizon Will Not Obtain A Basis Step-Up: September 3, 2013 - Bulletin Print Report; If Verizon Communications, Inc. (VCI)could deduct, for Federal income tax purposes, all or even a portion of the amount it is paying for the 45 percent intere...

Cubist Pharmaceuticals To Issue CVRs: August 16, 2013 - Bulletin Print Report; BRGO, a newly-created and wholly-owned subsidiary of Cubist Pharmaceuticals, Inc., (C), is offering to purchase all of the outstanding shares of common stock of Tri...

Net Operating Loss ("NOL") Primer: August 6, 2013 - Volume 7 Issue 150 Print Report; An NOL is defined in Sec. 172(c) of the Internal Revenue Code as the excess of the deductions "allowed by this chapter" over the gross income. An NO...

Elan Shareholders Will Be Taxed On The Exchange Of Their Shares: July 31, 2013 - Bulletin Print Report; The "inversion" transactionin which Elan Corporationplc (ELN) and Perrigo Company (PRGO)will beparticipating is being structured in...

Omnicom/Publicis--An Economic But Not a Tax "Inversion": July 29, 2013 - Bulletin Print Report; Omnicom Group, Inc. (OMC) and Publicis Groupe SA, (P), announced a plan and agreement pursuant to which each of OMC and P will become subsidiaries of a newly-create...

Upstream Merger Not a Reorganization: July 29, 2013 - Volume 7 Issue 144 Print Report; OC, Inc., (OC), was formed in 1965. On October 21, 1977, the owners of 98 percent of the stock agreed to sell their shares. On May 5, 1978, BS, Inc., (BS), a newly-...

Lin TV's Stock Performance: A High Class Problem: July 26, 2013 - Bulletin Print Report; Lin TV Corporation, (TVL), earlier this year, realized a gain of $715.5 million. This gain arose from a leveraged partnership transaction entered into by TVL severa...

Preserving CSE's NOL: July 25, 2013 - Bulletin Print Report; PacWest Bancorp (PACW) and CapitalSource, Inc. (CSE) announced a plan and agreement pursuant to which CSE will be merged with and into PACW. The transaction &...

The OECD Report--Will Ireland Lose Its Allure?: July 22, 2013 - Bulletin Print Report; Recently, the OECD Secretary-General presented a Report to the G-20 Finance Ministers and Central Bank Governo...

Valuing Leap's Net Operating Losses: July 18, 2013 - Bulletin Print Report; AT&T, Inc., (T), and Leap Wireless International, Inc., (L), have entered into a plan and agreement pursuant to which T will acquire the stock of L from the latte...

A "Divisive" Transaction Cannot Be an 'A' Reorganization & AMT Rumor: July 17, 2013 - Volume 7 Issue 136 Print Report; A target corporation, (TC), transfers some of its assets and liabilities to an acquiring corporation, (AC), retaining the remainder of its assets and remaining in e...

Loblaw/Shoppers Drug Mart: A Tax-Free Reorganization?: July 16, 2013 - Bulletin Print Report; Loblaw Companies Limited, (L), and Shoppers Drug Mart Corporation, (SC), each a Canadian corporation, announced a definitive agreement under which "L will acqu...

Right of First Refusal Does Not Spoil Continuity of Interest: July 16, 2013 - Volume 7 Issue 135 Print Report; A-P, Inc., (AP), acquired the assets of W, Inc., (W), through corporate reorganization procedures effected on November 11, 1959. On the date of the reorganization,...

Merger Does Not Trigger "Buy-In" Payment: July 8, 2013 - Volume 7 Issue 129 Print Report; Acquiring Corporation, (A), a domestic corporation, owned all of the stock of Acquiring CFC, (ACFC), a foreign corporation. Target Corporation, (T), a domestic corp...

Conversion "Fixes" Worthless Stock Loss: July 5, 2013 - Volume 7 Issue 128 Print Report; TP, Inc., (TP),is awholly-owned, indirect subsidiary of FP, Inc., (FP), a foreign corporation,and isthe common parent of an affiliated group t...

A Merger Is The Origin of the Claim Settled: July 2, 2013 - Volume 7 Issue 126 Print Report; Sec. 483 requires taxpayers to impute interest according to a statutory formula for payments on account of the sale or exchange of property which constitutes p...

EFH's Ruling Confirms Elimination of "ELA" and "DIG": July 1, 2013 - Bulletin Print Report; P is the common parent of an affiliated group that files a consolidated income tax return. P is EFH. Partnership owns "a%" of the stock of P and certai...

Market Transactions Measure Fair Market Value: June 7, 2013 - Volume 7 Issue 109 Print Report; On January 14, 1957, petitioner, (FF), acquired 4,000 shares of L common stock having a basis of $34,010.26. On September 5, 1968, a merger of LT and L was publicly...

REIT Merger Produces Basis Step-Up: May 30, 2013 - Bulletin Print Report; American Realty Capital Properties, Inc., ("P"), and CapLease, Inc., ("T") have entered into a definitive merger agreement "under which P w...

LPS Shareholders Will Be Taxed On FNF's Stock: May 29, 2013 - Bulletin Print Report; Fidelity National Financial, Inc., (FNF), and Lender Processing Services, Inc., (LPS), have entered into a definitive merger agreement pursuant to which FNF will ac...

Inversion Primer: May 21, 2013 - Volume 7 Issue 97 Print Report; In an inversion, a foreign corporation acquires the stock or substantially all of the assets of a domestic corporation in a transaction that is ordinarily structured to q...

MBIA Settlement--Many Unanswered Questions: May 7, 2013 - Bulletin Print Report; MBIA, Inc., (MBI), announced that it has settled its disputes with Bank of America, (BAC), regarding the latter's liability, as successor to Countrywide,with...

Tax-Motivated "Preliminary" Steps Will Be Recognized: April 30, 2013 - Volume 7 Issue 82 Print Report; In order for a "reverse Morris Trust" transaction to remain tax-free at the distributing corporation level, the shareholders ofsuch distributing cor...

How Will ASML's "Boot" Payment Be Taxed?: April 23, 2013 - Bulletin Print Report; The acquisition by ASML Holding, N.V. (ASML) of Cymer, Inc. (CY) is nearing the finish line and, apparently, some questions have arisen as to how the cash element o...

DISH Network Enters The Fray: April 16, 2013 - Bulletin Print Report; DISH Network Corporation, (DISH), has submitted a merger proposal to the board of directors of Sprint Nextel Corporation, (S), which it believes is superior to the...

Eaton Now Pays "Return of Capital" Distributions: April 3, 2013 - Bulletin Print Report; Perhaps the largest of the recent "inversion" transactions (in which a U.S. corporation becomes a subsidiary of a foreign corporation, either newly-created...

"Guaranty" Payments Are Capital Expenditures: March 22, 2013 - Volume 7 Issue 56 Print Report; Prior to November 4, 1955, the taxpayer, (M), an individual, owned approximately 94 percent of the outstanding stock of PPRP, Inc., (PP). &...

Camp Spares REITs and MLPs: March 13, 2013 - Bulletin Print Report; Rep. Dave Camp, R-Mich., the chairman of the House Ways & Committee, the legislative body from which all tax legislation must emanate, hasreleased a &q...

Liberty Global Will Use "The Killer B Rules" To Its Advantage: March 12, 2013 - Volume 7 Issue 48 Print Report; Liberty Global, Inc., (LGI), and Virgin Media, Inc., (VMI), will, pursuant to an agreement struck in February, 2013, become subsidiaries of a newly-formed U.K. corpor...

Liberty Global Is "Inverting": March 1, 2013 - Bulletin Print Report; Liberty Global, Inc., (LG), in connection with its plan to acquire the properties of Virgin Media, Inc., (VM), will also be accomplishing an "inversion."...

Mr. Malone's CRUT: February 28, 2013 - Bulletin Print Report; On February 4, 2013, Mr. John Malone and his wife contributed all of the shares of Series B Common Stock in Liberty Global, Inc. owned by them to "the Malone L...

Mutual Membership Rights Have No Value: February 27, 2013 - Volume 7 Issue 39 Print Report; In 1989, the Reuben Trust, (RT), purchased an insurance policy from Manulife, (M), a mutual life insurance company. In a mutual life insurance company, the policyho...

Bankrupt Corporation Avoids the "Sec. 382 Limitation": February 22, 2013 - Volume 7 Issue 36 Print Report; Parent, (P), a publicly traded State A corporation, is a pureholding company and the common parent of an affiliated group of corporationsthat file...

LNCO Will Acquire BRY: February 21, 2013 - Bulletin Print Report; LinnCo, LLC, (LNCO), and Berry Petroleum Company, (BRY), have announced the signing of a definitive merger agreement which envisions the merger of BRY with and into a...

Berkshire Hathaway's Latest Dividend Play: February 19, 2013 - Bulletin Print Report; A consortium led by Berkshire Hathaway, Inc., (BHI), has reached an agreement to acquire all of the stock of H.J. Heinz Company, (HJH). BHI and its partner will be fo...

AMR's Acquisition of US Airways Focuses on Preserving NOLs: February 15, 2013 - Bulletin Print Report; AMR Corporation, (AMR or Newco) and U.S. Airways Group, Inc., (USA), have entered into an agreement and plan of merger pursuant to which USA will become a wholly-ow...

Canadian "Rollovers": February 15, 2013 - Volume 7 Issue 32 Print Report; In the United States, a shareholder of a corporation can exchange his or her stock in such corporation for stock in another corporation on a tax-free basis if the t...

LIN TV Is Liquidating: February 13, 2013 - Bulletin Print Report; LIN TV Corporation, (TVL), has announced a transformative transaction that has as its centerpiece the complete liquidation of TVL. The business conducted by TVL, ho...

Periodic Redemption Plan Does Not Give Rise To A Deemed Distribution: January 30, 2013 - Volume 7 Issue 20 Print Report; X Corporation, (X),wanted to acquire all of the stock of Y Corporation, (Y). X and Y were unrelated, except that shareholders of X owning 10 percent of its st...

Compuware's Restructuring Plan: January 28, 2013 - Bulletin Print Report; Compuware Corporation, (CPWR), has been targeted for scrutiny by several formidable "activist" investors who have seen substantial value in CPWR and who h...

Pre-Sale Dividends: January 8, 2013 - Volume 7 Issue 5 Print Report; A, an individual, owned all of the stock of Y. X entered into negotiations with A to buy, for cash, all ofthe stock of Y. ...

"Neutered" Stock Is Still "Voting" Stock: January 7, 2013 - Volume 7 Issue 4 Print Report; P Corporation, (P),owns all of the stock of each ofSub 1 and Sub 2. Sub 2, in turn, owns all of the stock of each of Sub 3 and Sub 4. Sub 4 owns all of...

Knight Capital's "Global" Sec. 351 Transaction: January 3, 2013 - Volume 7 Issue 2 Print Report; Knight Capital Group, Inc., (KC), and GETCO Holding Company, LLC, (G),a partnership,announced that they have entered into an agreement for a "strat...

Taxpayer Expenses Then Amortizes Self-Created Intangible Assets: January 2, 2013 - Volume 7 Issue 1 Print Report; Donald Fitch, (DF), has been a licensed C.P.A. in California since February, 1993. Upon receiving his license, he started an accounting practice ("C.P.A. pract...

S&Ls Can Deduct Dividends: December 21, 2012 - Volume 6 Issue 245 Print Report; E Corporation, (E), and SS Corporation, (SS), were each domestic building and loan associations. All SS depositors were owners of withdrawable shares which were con...

68 Percent Stock Consideration Not Enough For a Reorganization: December 20, 2012 - Bulletin Print Report; Markel Corporation, (MC), and Altera Capital Holdings, Ltd. (AC), a Bermuda corporation,have entered into a plan and agreement pursuant to which MC will acqui...

Gain From Sale of Blimpie Stock Attributed To Donor: December 18, 2012 - Volume 6 Issue 242 Print Report; On July 11, 2001, petitioner, one of the principal shareholders of Blimpie, Inc., (BI), presented his wife with a letter, which stated: "...I hereby gift to yo...

Payments In Settlement of Litigation Can Be Deducted: December 12, 2012 - Volume 6 Issue 238 Print Report; DS and C1 were each non-stock corporations, associations whose ownership is definedby membership interests. Pursua...

FCX Announces Two Simultaneous Acquisitions & Sirius/Liberty Media Update: December 7, 2012 - Bulletin Print Report; Freeport McMoRan Copper and Gold, Inc., (FCX), has entered into a plan and agreement pursuant to whichit will acquire, via a forwardmerger, the properti...

A Reorganization Depends on Continuity of Interest: December 5, 2012 - Volume 6 Issue 233 Print Report; SJ, a Ccorporation, merged with and into PSE&G, another previously unrelatedCcorporation. The plan provided that the shareholders of SJ should...

Merger of Foreign Corporations Is an 'A' Reorganization: November 29, 2012 - Bulletin Print Report; Fiat Industrial S.p.A., (FI) and CNH Global N.V., (CNH), announced an agreement in connection with which each of FI and CNH will be merged with and into a new corpo...

Leucadia/Jefferies Update: November 14, 2012 - Bulletin Print Report; It is intended that Leucadia...

Leucadia National Moves To Accelerate Use of Its NOLs: November 12, 2012 - Bulletin Print Report; Leucadia National Corporation, (L), owned, as of December 31, 2011, an aggregate of 58,006,024 sharesof Jefferies Group, Inc., (J). During 2011, L purchased,...

Kayak Software's Public Tenure Will Be Brief: November 12, 2012 - Bulletin Print Report; Kayak Software Corporation, (KSC), which had only recently "gone public," has entered into a plan and agreement pursuant to which the company will be acqu...

EFH's Solution To Its "ELA" Problem: November 9, 2012 - Bulletin Print Report; EFH appears to be taking steps to insure that its excess loss account (ELA) with respect to its stock of its wholly-owned subsidiary, EFCH, will not become an item...

Stifel's Stock Should Be Tax-Free: November 8, 2012 - Bulletin Print Report; Stifel Financial Corporation, (SFC), and KBW, Inc., (KBW), have entered into a plan andagreement pursuant to which SFC will "acquire the stock" of K...

Sole Member of DRE Does Not Own Its Property/EFH Update: November 8, 2012 - Volume 6 Issue 215 Print Report; X, an individual, is the sole member of a single-member LLC ("LLCY") formed under the laws of West Virginia. A...

PVH's Stock Will Be Taxable: November 6, 2012 - Bulletin Print Report; PVH Corporation, (PVH), and Warnaco Group, Inc., (W), have entered into a plan and agreement pursuant to which a newly-created subsidiary of PVH, Merger Sub, will b...

EFH's (and TXU's) "Excess Loss Account": November 1, 2012 - Bulletin Print Report; EFH Corporation, (EFH), files a consolidated income tax return as the common parent of an affiliated group which includes EFCH, TCEH, and EFIH, but not Oncor.

"Control for Voting Stock": October 25, 2012 - Volume 6 Issue 205 Print Report; P Corporation, (P), and T Corporation, (T), are widely-held manufacturing companies each of which wasorganized under the laws of State A. &...

Cross Border Acquisitions: ASML/Cymer: October 22, 2012 - Bulletin Print Report; ASML Holding NV, (ASML), and Cymer, Inc., (CYMI), have announced that they have entered into a definitive merger agreement pursuant to which ASML will acquire CYMI...

Delayed Boot: October 18, 2012 - Volume 6 Issue 200 Print Report; Tribune Publishing Co., (T), in 1969, owned 6,109 shares, or 7.1 percent, of the stock ofWest Tacoma NewsprintCorporation, (N). T's basis in the stock w...

Comverse Update: October 17, 2012 - Bulletin Print Report; Comverse Technology, Inc., (CTI), owns all of the stock of Comverse, Inc., (C), and a majority of the stock of Verint, (V). CTI, earlier this year, announced a plan t...

SoftBank and Sprint Nextel To Join Forces: October 16, 2012 - Bulletin Print Report; SoftBank Corporation, (SBC), and Sprint Nextel Corporation, (SNC), have announced a complex transaction which will result in SBC emerging with an approximate 70 perce...

Mid-Stream Acquisition of Issuer of Contingent Stock Rights: October 12, 2012 - Volume 6 Issue 196 Print Report; It is well-settled that, in the case of a tax-free reorganization, the issuance by the acquirer of contingent contractual rights to acquire additional stock will no...

Merger Not A Reorganization: October 5, 2012 - Volume 6 Issue 191 Print Report; P is a real estate investment trust, (REIT). P is engaged in Business AA through its "a%" ownership interest in PLP, a State Y limited partnership. PLP ha...

How Will MetroPCS' Shareholders Be Taxed?: October 3, 2012 - Bulletin Print Report; Deutsche Telekom, (DTE), and MetroPCS Communications, Inc., (PCS), announced that they have executed a definitive agreement pursuant to which DTE's subsidiary, T-Mo...

Massachusetts Changes Its Tune Regarding ITC Recapture: September 13, 2012 - Volume 6 Issue 177 Print Report; G.L. C. 63, Sec. 31A (Massachusetts) allows a credit against the corporate excise tax for manufacturing corporations and business corporations engaged primarily in...

I.R.S. Rules on Milestone Payments and "Go Shop" Provisions: September 6, 2012 - Volume 6 Issue 172 Print Report; Two recent Chief Counsel Advice Memoranda address the tax issues surrounding nonrefundable"milestone payments" made to an investment banker in conne...

Hudson City and M&T Will Join Forces: September 4, 2012 - Bulletin Print Report; Hudson City Bancorp, (H), the parent of Hudson City Savings Bank, (HSB), willbe mergingwith and into Wilmington Trust Corporation, (WTC), a direct, whol...

Sub's Dual Status Does Not Prevent Worthless Stock Deduction: August 28, 2012 - Volume 6 Issue 166 Print Report; H Corporation, (H), owns all of the stock of X Corporation, (X), and the latter owns all of the stock of Y Corporation, (Y). Y, in turn, owns all of the stock of F...

Aetna Will Acquire Coventry in a Fully Taxable Transaction: August 21, 2012 - Bulletin Print Report; Aetna, Inc., (A) and Coventry Health Care, Inc., (C), have announced a business combination in which A will acquire the stock of C in exchange for consideration con...

Comverse Makes Good On Its Intention to Restructure: August 14, 2012 - Bulletin Print Report; Comverse Technology, Inc., (CTI), is a holding company which owns the stock of Comverse, Inc., (CNS), and, on a fully-diluted basis, approximately 56 percent of the...

Sales Proceeds Need Not Emanate From Vendee: August 8, 2012 - Volume 6 Issue 152 Print Report; A trust, (T), owned 250 shares of MS, Inc., (MS), less than one percent of the outstanding stock. 97 percent of the outstandingstock was owned by Mr. HC, (HC)...

Target's Insolvency Does Not Prevent Reorganization: August 6, 2012 - Volume 6 Issue 150 Print Report; Norman Scott, (NS), and his wife, (JS), owned approximately 99 percent of the common stock of Norman Scott, Inc., (NSI), Continental Corporation, (C), and River Oak...

PPG and Georgia Gulf Will Engage in an "RMT": July 30, 2012 - Volume 6 Issue 145 Print Report; PPG Industries, Inc., (PPG), and Georgia Gulf Corporation, (GGC), have announced that PPG's commodity chemicals business will be acquired by GGC. However, the trans...

District Court Denies Use of "Open Transaction" Doctrine: July 27, 2012 - Volume 6 Issue 144 Print Report; In 1995, plaintiffs formed the Trust which purchased five life insurance policies in 1996 from five different insurance companies. All of the policies were purchase...

CPB's Acquisition of Bolthouse Provides Tax Benefits: July 17, 2012 - Bulletin Print Report; In an acquisition transaction, a purchaser's objective, at leastfrom a tax viewpoint, is to secure a "cost" basis in the target's assets. Such a cos...

Correcting a "Defective" Consolidated Income Tax Return: July 10, 2012 - Volume 6 Issue 131 Print Report; On Date 2, Year 1, all of the stock of P corporation, (P), was issued to a group of investors ("the Investors"). As of Date 2, Year 1, all of the common s...

Tax-Free "Merger" of a Corporation and a Partnership: June 15, 2012 - Volume 6 Issue 115 Print Report; Only corporations can engage in reorganizations . Accordingly, a combination of a corporation and a partnership cannot constitute a reorganization: a partne...

JNJ's Tax-Efficient Repatriation: June 13, 2012 - Bulletin Print Report; Johnson & Johnson, (JNJ) has received regulatory approval for its proposed acquisition of Synthes, Inc., (S). Each outstanding share of S common stock will be...

Depreciating (Not Deprecating) Matt Kemp: May 31, 2012 - Volume 6 issue 104 Print Report; On May 1, 2012, Guggenheim Baseball Management, LLC, (GBM), completed the purchase, for a reported $2.15 billion, of the Los Angeles Dodgers baseball franchise. The...

Redemption Rights Are Not "Other Property": May 16, 2012 - Volume 6 Issue 94 Print Report; T Corporation, T, was acquired by a subsidiary of P Corporation, P, in a transaction intended to qualify as a reorganization under Sec. 368(a)(1)(A) and Sec. 368(a)...

Can Liberty Divest Sirius Tax Efficiently?: May 15, 2012 - Volume 6 Issue 93 Print Report; Liberty Media, (L), though its Liberty Radio LLCunit, currently owns approximately 45 percent of the stock of Sirius XM Radio Inc., (SIRI). It has owned&...

The "Step-Transaction" Doctrine Has Its Limits: May 10, 2012 - Volume 6 Issue 90 Print Report; VCC Corporation, VCC, owns 100 percent of the stock of FHV Corporation, FHV. VCC owns 31 percent of the stock of TP Corporation, TP, and FHV owns 62 percent of such...

"Owner-Occupied" Real Estate and Spin-offs: May 4, 2012 - Volume 6 Issue 86 Print Report; MD Corporation, MD, operated a trucking business. It owned all of the stock of I Corporation, I, M Corporation, M, and R Corporation, R. &n...

ETP and SUN Are Combining: May 1, 2012 - Bulletin Print Report; In a deal that is almost a carbon copy, at least structurally, to its recent acquisition of SUG, Energy Transfer Partners, L.P., (ETP), will acquire, by means of a...

SXC and Catalyst Agree to Merge: April 20, 2012 - Bulletin Print Report; SXC Health Solutions Corp., (SXC), a corporation organized under the laws of Canada, and Catalyst Health Solutions, Inc., (CHS), a domestic corporation, have entere...

Settling a Put Option With Borrowed Shares: April 19, 2012 - Volume 6 Issue 75 Print Report; On Date 1, TP entered into four share option transactions ("Transactions"). Each Transaction was styled as a "collar" that consisted of European...

Jazz Goes to Ireland: April 12, 2012 - Volume 6 Issue 70 Print Report; On January 18, 2012, Jazz Pharmaceuticals, Inc., (JPI), a U.S. corporation,was acquired by Azur Pharmaceuticals Ltd., (AP), a corporation organized under th...

Spin-Off Reduces State and Local Taxes: April 11, 2012 - Volume 6 Issue 69 Print Report; P, a publicly traded corporation organized under the laws of State 1, owns all the stock of D, a State 2 corporation. D...

How Are "Termination Fees" Taxed? (In the U.S. and Canada): March 29, 2012 - Volume 6 Issue 61 Print Report; On Date 1, TP entered into an Agreement and Plan of Merger with B to acquire the stock of B for a combination of cash, stock, and debt assumption. Under the terms o...

TYC Announces "Reverse Morris Trust" Transaction: March 29, 2012 - Bulletin Print Report; We now know that one of the companies whose stock Tyco International, Ltd., (TYC), will be distributing in connection with its previously announced restructuring wi...

SLE Couples a Spin-Off With an "Inversion": March 2, 2012 - Bulletin Print Report; Sara Lee Corporation, (SLE), has received its long-awaited I.R.S. ruling regarding the tax consequences of its plan to separate its beverage business from its other...

RDC Will "Invert": March 1, 2012 - Bulletin Print Report; Rowan Companies, Inc., (RDC), has, in a move reminiscent of the one recently announced by Aon Corporation, decided to engineer an "inversion" transaction....

Making Basis Disappear: February 23, 2012 - Volume 6 Issue 36 Print Report; Prior to 1964, the petitioner was in the business of processing freshly slaughtered hogs. It did not own the facilities necessary for slaughtering the hogs; it used...

Comcast's "Termination Fee" is "Business Income": February 6, 2012 - Bulletin Print Report; Comcast Corporation, (CC), received a $1.5 billion "termination payment" in 1999after its merger talks with MediaOne, (MO), fell apart....

Eastman Chemical Will Benefit From Solutia's NOLs: January 30, 2012 - Bulletin Print Report; Eastman Chemical Company, (E), and Solutia, Inc., (S), each a company that was spun-off manyyears agofrom another company, announced that they have ente...

Taxpayer Loses Race To Change Her Domicile: January 27, 2012 - Volume 6 Issue 18 Print Report; The issue is whether petitioner effected a change of domicile from New York to Tennessee and was therefore not subject to tax as a resident of N.Y. for the period A...

Aon Corporation Is Planning an "Inversion": January 17, 2012 - Bulletin Print Report; We have received numerous inquiries over the past few days regarding the announcement by Aon Corporation, (AON), of its intention to "move its corporate headqu...

Comverse Is Planning To Restructure: January 11, 2012 - Bulletin Print Report; Comverse Technology, Inc., (CMVT),the beleaguered technology giant, has announced its intention to restructure in a transaction that might best bedescri...

The Expansion Doctrine and Sec. 355(b)(2)(D): December 30, 2011 - Volume 5 Issue 251 Print Report; GP, a foreign corporation, owned all of the stock of FS1, a foreign corporation engaged in the active conduct of Business A. FS1 owned all of the stock of FS2, a fo...

Parent is an "Old and Cold" Shareholder: December 28, 2011 - Volume 5 Issue 249 Print Report; Where a recently-acquired subsidiary is merged with and into the acquiring parent, the merger will qualify as a reorganization under Sec. 368(a)(1)(A) if the stock...

The "Signing Date" Rule Facilitates Satisfaction of the COI Requirement: December 23, 2011 - Volume 5 Issue 247 Print Report; Requisite to a reorganization (of the "acquisitive" variety) is a continuity of interest (COI) on the part of those persons who, directly or indi...

United Rentals/RSC Holdings--Just Enough Stock To Meet COI: December 20, 2011 - Bulletin Print Report; On Friday, December 16th, 2011, United Rentals, Inc., (URI), and RSC Holdings, Inc., (RRR), announced that they had entered into a definitive merger agreement under...

Lam Research/Novellus Systems: Buybacks Should Be Benign: December 19, 2011 - Bulletin Print Report; Lam Research Corp., (L), and Novellus Systems, Inc., (N), have entered into a definitive agreement pursuant to which L will acquire all of the stock of N from the s...

Martin Marietta Launches a Tender Offer for Vulcan Materials: December 14, 2011 - Bulletin Print Report; Martin Marietta Materials, Inc., (MMI), is offering to exchange each of the issued and outstanding shares of common stock of Vulcan Materials Company, (VM), for 0.5...

"Assignment Fee" Is Business Income: December 13, 2011 - Volume 5 Issue 239 Print Report; AP, based in North Carolina, is one of the leading automotive retailers in the United States. As of January 31, 2010, AP owned 145 dealership franchises at 122 deal...

Entergy and ITC To Embark on an "RMT" Transaction: December 6, 2011 - Bulletin Print Report; Entergy Corporation, (ETR), and ITC Holdings Corporation, (ITC), have announced a transaction in which the electrictransmission business of ETR will be divest...

The "New" Continuity of Interest Requirement: December 6, 2011 - Volume 5 Issue 234 Print Report; On March 4, 1946, the taxpayers, Mr. J and Mr. H, the owners of all of the stock JH, Inc.(JH), signed an agreement with unrelatedP Corporation (P) for t...

Adjustment to Conversion Ratio Not Deemed Distribution of Stock: November 29, 2011 - Volume 5 Issue 229 Print Report; D is a multi-bank holding company. C, a wholly-owned subsidiary of D, is engaged in the business of banking in City X. P is a multi-bank holding company unrelated t...

I.R.S. Proposes Exceptions to the "Segregation" Rules: November 28, 2011 - Volume 5 Issue 228 Print Report; Sec. 382 of the Internal Revenue Code imposes a limitation on a corporation's use of net operating loss (NOL) carryovers (and recognized built-in losses)in th...

"Upstream" Exchanges (Even in a Reorganization) Are Taxable: November 22, 2011 - Volume 5 Issue 225 Print Report; On February 24, 1953, the board of directors of the Hickok Company, (HC), adopted a plan of recapitalization involving the creation of $1 million face amou...

"North-South" Ruling Policy is Liberal: November 21, 2011 - Volume 5 Issue 224 Print Report; D2 owns all of the stock of D1 and the latter owns all of the stock of C. Each corporation is engaged in the active conduct of at least one trade or business and ha...

Sec. 355(e) Gain Is Not "Passive" Income: November 17, 2011 - Volume 5 Issue 222 Print Report; D, a Country C corporation, has outstanding a single class of common stock. SHA, D's principal shareholder, owns "a%" of the stock. SHB, a U.S. person,&...

Intragroup Stock Transfer Is Found to Be a "QSP": November 16, 2011 - Volume 5 Issue 221 Print Report; P Corporation, (P), was engaged, through its subsidiaries, in Business A and Business B. P was the common parent of an affiliated group of corporations filing a lif...

KMI/EP--Multiple Mergers: November 15, 2011 - Bulletin Print Report; The S-4 issued with respect to the acquisition by Kinder Morgan, Inc., (KMI) of El Paso Corporation, (EP), indicates that no fewer than three mergers will be undert...

Waiving Literal Compliance With the Active Business Requirement: October 19, 2011 - Volume 5 Issue 201 Print Report; UST (who we believe is NYSE Euronext) is a domestic corporation. UST's common stock is publicly-traded. As of Date C, the market capitalization of UST was approxima...

KMI Will Issue Warrants to EP Shareholders: October 17, 2011 - Bulletin Print Report; Kinder Morgan, Inc., (KMI), and El Paso Corporation, (EP), have announced a definitive agreement whereby KMI will acquire EP in a transaction that will create the f...

Finessing the Continuity of Interest Requirement: October 13, 2011 - Volume 5 Issue 197 Print Report; P is a foreign corporation formed in Country. P owns X, a domestic corporation formed in State A. Y is a public corporation formed in State A. X is engaged in Busin...

SPN Proposes to Acquire CPX: October 13, 2011 - Bulletin Print Report; Superior Energy Services, (SPN), has entered into a definitive merger agreement with Complete Production Services, (CPX), pursuant to which the former will acquire...

Deducting Bankruptcy Expenses: October 10, 2011 - Volume 5 Issue 194 Print Report; Group wasengaged in Business A. On Date a, Group filed a voluntary petition for bankruptcy under Chapter 11 of Title 11 of the United States Code....

"Turning Off" the Step-Transaction Doctrine: October 7, 2011 - Volume 5 Issue 193 Print Report; Oldco (O) will form Newco (H) and the latter will formSubsidiary (S). S will then merge with and into O. In the merger, the shareholders of O will receive sto...

HCA Used "Recap" Accounting In Connection With Its LBO: October 3, 2011 - Bulletin Print Report; The estimable Professor Briloff and his daughter penned an article for October 3rd edition of Barron's in which they found fault with the manner in which t...

Tyco Spin-Off Has Few U.S. Tax Implications: September 22, 2011 - Bulletin Print Report; Tyco International, (TI), a company organized under the laws of Switzerland, has announced its intention to undertake a spin-off in which TI will distribute to its...

MMI/GOOG: Adhering to the Sec. 355(e) "Safe Harbor": September 14, 2011 - Bulletin Print Report; Motorola Mobility, Inc., (MMI), was spun-offby Motorola Solutions, Inc., (M), on January 4, 2011. The spin-off was intended to qualify for tax-free treatment...

The "Expansion" Doctrine Insulates a "Tainted" Control Acquisition: August 25, 2011 - Volume 5 Issue 164 Print Report; On Date 2, FP Corporation, (FP),owned all of the stock of P Corporation, (P). P was a holding company. P, in turn, owned100 percentof the voting&n...

Taxpayer Cannot Disavow Form Selected for Transaction: August 22, 2011 - Volume 5 Issue 161 Print Report; 93 percent of the stock of M Corporation, (M),had beenpledged to L Corporation, (L),as collateral for a loan from Lto O, which was in defaul...

Revisiting Viacom/CBS and Its Implications for RAH: August 19, 2011 - Bulletin Print Report; Approximately 10 years ago, Viacom, (P),had obtained a ruling from the I.R.S. regarding the tax consequences of a proposed split-off of Blockbuster. The rulin...

MMI Has Received An Unqualified Tax Opinion: August 18, 2011 - Bulletin Print Report; The acquisition of Motorola Mobility, Inc., (MMI), by Google, Inc., (GOOG), is a seminal transaction for any number of different reasons, including taxation. It is...

Recasting a Gift--Legally Binding Obligation vs. "Understanding": August 10, 2011 - Volume 5 Issue 153 Print Report; What is the tax outcome when a shareholder of a corporation (T) donates all or a portion of his or her T stock to a charity and, as expected, the charity promptly c...

Can Motorola Mobility Safely "Monetize" Its Patents?: August 5, 2011 - Bulletin Print Report; Motorola Mobility, Inc., (MM), was spun-off from Motorola Solutions, Inc., (MS), on January 4, 2011. The spin-off was tax-free to both MS and the distributee shareh...

Finessing Sec. 355(e): August 4, 2011 - Volume 5 Issue 149 Print Report; D Corporation, (D), is engaged in the active conduct ofBusiness A and Business B. Acquiring Corporation, (ACQ), is engaged in the active conduct of Business C...

Liquidation/Reincorporation Treated as a 'C' Reorganization: July 28, 2011 - Volume 5 Issue 144 Print Report; P Corporation, (P), owns all of the outstanding common and preferred stock of S Corporation, (S). The preferred stock is non-voting preferredstock. S conducts,...

Validus Proposes a Tax-Free Exchange: July 25, 2011 - Bulletin Print Report; Validus Holdings, Ltd., (V), has offered to acquire the stock of Transatlantic Holdings, Inc., (T) for a combination of stock and cash. This offer, it believes, is su...

Option or Stock?: July 21, 2011 - Volume 5 Issue 139 Print Report; In some instances,the labels attached to financial instruments do not govern their characterization for tax purposes. Thus, it is well-known that instruments pu...

Express Scripts/Medco: Horizontal Double Dummy: July 21, 2011 - Bulletin Print Report; Express Scripts, Inc. and Medco Health Solutions, Inc. have announced one of the largest business combinations of the year. The acquisition by Express of the stock...

Nalco and Ecolab Announce a Merger: July 20, 2011 - Bulletin Print Report; Ecolab, Inc., (E), and Nalco Holding Co., (N), have announced a merger that is intended to qualify as a tax-free reorganization under Sec. 368(a)(1)(A) (by reason o...

Ralcorp Tosses a Curve Ball: July 15, 2011 - Bulletin Print Report; Ralcorp Holdings, Inc., (R), hasannounced its intention to spin-off its Post Foods business to shareholders in a transaction expected to qualify as a tax-free...

Inversion Transactions: July 13, 2011 - Volume 5 Issue 133 Print Report; P Corporation, (P), owns all of the stock of S Corporation, (S). P will exchange its shares of S common stock for new shares of S common stock. The number of shares...

'F' Reorganization Does Not Imperil Treaty Benefits: July 1, 2011 - Volume 5 Issue 126 Print Report; B Corporation, (B), a U.K. corporation, owns (through a single-member LLC) 100 percent of the stock of D Corporation, (D), a U.S. corporation. B has directly owned...

Can BAC Deduct Its Settlement Payments for Tax Purposes?: June 29, 2011 - Bulletin Print Report; Bank of America, (BAC), announced that it has reached anagreement to "resolve nearly all of the legacy Countrywide-issued first lien residential mortgage...

Prearranged Merger Will Not Produce Basis Step-Up for PNC: June 29, 2011 - Volume 5 Issue 124 Print Report; RBC Bank (USA), (Bank), the company whose stock will soonbe acquired by PNC, is a wholly-owned subsidiary of RBC USA Holdco, (Seller), and the latter is a who...

SUG Will Be Folded Into ETE: June 16, 2011 - Bulletin Print Report; Energy Transfer Equity, L.P., (ETE), and Southern Union Company, (SUG), have announced a definitive merger agreement pursuant to which ETE will be acquiring the sto...

Cargill's Preliminary Recapitalization Will Be Quickly Undone: June 15, 2011 - Volume 5 Issue 114 Print Report; LTR 201123030, November 15, 2010, was issued to Cargill in connection with its split-off of Mosaic. The ruling depicts an exceedingly complex transaction that feature...

Transatlantic's U.S. Shareholders Will Incur Tax Liability: June 14, 2011 - Bulletin Print Report; The "merger of equals" of Transatlantic Holdings, Inc., (TH), and Allied World Assurance Company Holdings, AG, (AW), a corporation organized under the law...

WEN's Sale of Arby's Yields "Income Tax Benefits": June 14, 2011 - Bulletin Print Report; Wendy's/Arby's Group, Inc., (WEN) has announced a definitive agreement for the sale of Arby's Restaurant Group, Inc., (ARG), to a buyer, ARGIH, a subsidiary of ARG...

How Not To Do a "Reverse Morris Trust" Transaction: June 1, 2011 - Volume 5 Issue 104 Print Report; D Corporation, (D), owned all of the stock of each of T Corporation, (T), and C Corporation, (C). On or about October 28, 1981, T merged with and into S1 Corporatio...

Terms of Agreement Controls "Allocation" of Payments: May 31, 2011 - Volume 5 Issue 103 Print Report; TP, a State corporation, is engaged in Business. It has common stock outstanding which is traded on "a major exchange". SH, a State corporation, owned app...

Liquidation/Reincorporation Not a Reorganization: May 26, 2011 - Volume 5 Issue 101 Print Report; Fund, (F), is a closed-end management investment company registered under the Investment Company Act of 1940. F qualified as a "regulated investment company&qu...

Joy Global's Basis Step-Up: May 19, 2011 - Bulletin Print Report; Joy Global, Inc., (JGI), and Rowan Companies, Inc., (RCI), have entered into an agreement pursuant to which JG will purchase the stock of RCI's manufacturing subsid...

Income From Option Exercises Deferred Due to "Pooling" Restrictions?: May 13, 2011 - Volume 5 Issue 92 Print Report; Ordinarily, when an employee is compensated with "non-statutory" stock options that do not have a "readily ascertainable fair market value" at t...

Hertz Raises the Ante: May 10, 2011 - Bulletin Print Report; Hertz Global Holdings, Inc., (HGH), has substantiallyincreased its offer to acquire Dollar Thrifty Automotive Group, Inc., (DTAG). Whether this latest offer w...

JNJ's Stock Will Be Taxable: May 4, 2011 - Bulletin Print Report; Johnson & Johnson, (JNJ), has entered into a plan and agreement for the acquisition of Synthes, Inc., (SY). The majority of the consideration to be paid by JNJ...

CVS Caremark--Can a Tax-Free Spin-Off Occur Before 2012?: April 26, 2011 - Bulletin Print Report; Recently, the number of observers calling for the separation of Caremark from CVS--the companies were joined in a merger that was completed at the end of March, 200...

NDAQ and ICE Unveil Their Proposal: April 20, 2011 - Bulletin Print Report; NASDAQ OMX, (NDAQ), and Intercontinental Exchange, (ICE), have filed their merger proposal pursuant to which the companies seek to carve up the assets of NYSE Euron...

Silgan Holdings To Acquire Graham Packaging: April 18, 2011 - Bulletin Print Report; Silgan Holdings, Inc., (S), has entered into a merger agreement pursuant to which it will acquire Graham Packaging Company, Inc., (G). The merger is structured as a...

Level 3 Will Adopt a "Rights" Plan: April 12, 2011 - Bulletin Print Report; Level 3 Communications, Inc., (L), has reached an agreement to acquire Global Crossing, Ltd., (G), in what is advertised as "a tax-free stock for stock exchang...

PG Reprises Its Favorite Tax Structure: April 5, 2011 - Bulletin Print Report; For at least the third time, Procter & Gamble Company, (PG), has chosen a tax-efficient method for disposing of a non-core business: the method is popularly&nbs...

Conversion of Subsidiary Into LLC is a 'C' Reorganization: April 1, 2011 - Volume 5 Issue 63 Print Report; P Corporation, (P), owned all of the stock of Corporation A, (CA). The latter owned all of the stock of S Corporation, (S), a controlled foreign corporation. CA als...

Downstream Merger is an 'F' Reorganization: March 30, 2011 - Volume 5 Issue 61 Print Report; X Corporation, (X), made an election to be treated as an 'S' corporation, effective Date 1. Y Corporation, (Y), is wholly-owned by X. Y was formed in Year 1 and mad...

"Squeezing Out" Minority Shareholders: March 23, 2011 - Volume 5 Issue 56 Print Report; Corporation, (C), is a State A corporation the stock of which is owned by Shareholder 1, (SH1), Shareholder 2, (SH2), and minority shareholders, (M). SH1 owns "...

"Drop Down" of Stock Acquired in a Merger Not Fatal: March 21, 2011 - Volume 5 Issue 54 Print Report; P Corporation (P) directlyowned all of the stock of T Corporation (T) and all of the stock of S Corporation (S). S, in turn, directlyowned all of the st...

Universal American Knows How To Structure a "Bad" Morris Trust: March 18, 2011 - Bulletin Print Report; Universal American Corporation, (UAM), has agreed to sell its Medicare Part D business to CVS Caremark, (CVS). In lieu of an outright sale (and distribution of the...

Disproving An "Ownership Change" With Actual Knowledge: March 18, 2011 - Volume 5 Issue 53 Print Report; Where a "loss corporation" (a corporation with net operating loss (NOL) carryovers or with net unrealized built-in losses) experiences an ownership ch...

Guidance on Accounting for CVRs Issued: March 14, 2011 - Bulletin Print Report; Sanofi-Aventis, (SA), has offered some guidance on how to account, for tax purposes, for the CVRs it will issue in connection with its acquisition of the stock of Gen...

Washington Mutual Scores a Major Tax Victory: March 8, 2011 - Volume 5 Issue 45 Print Report; On November 5, 1981, Home Savings of America, FSB, (HS), submitted a proposal to acquire Southern Federal S&L, (S), Hamiltonian Federal S&L, (H), and Securi...

Ownership Changes in Reorganizations--Revisiting RVI/DSW: March 7, 2011 - Bulletin Print Report; Shareholder A owned "X%" of T Corporation, (T); the balance of the stock is publicly held. T is a "loss corporation" (we believe T is RVI). Acqu...

A 'C' Reorganization Can Be the "Back-End" of a Morris Trust: March 4, 2011 - Volume 5 Issue 43 Print Report; In most cases, a spin-off (or split-off) is preceded by a transfer of assets from the distributing corporation (T) to the corporation (C)whose stock and secur...

Liberty Media's New Capital Loss: March 3, 2011 - Bulletin Print Report; Liberty Media, (LM), in its recently-filed Form 10-K, has disclosed a new tax benefit that should enable to avoid over $450 million in federal incometaxes it...

Not All Bad Debts Are "RBILs": February 18, 2011 - Volume 5 Issue 34 Print Report; TP is a bank holding company. T is also a bank holding company and wholly-owns S, a bank. S is an accrual method taxpayer, does not use the "reserve method&quo...

NYX and DBI Will Combine: February 17, 2011 - Bulletin Print Report; Deutsche Boerse AG, (DBI), and NYSE Euronext, (NYX), announced that they have entered into a business combination agreement following the receipt of approval...

Will RehabCare and Kindred Engage in a "Forward" Merger?: February 16, 2011 - Bulletin Print Report; Kindred Healthcare, Inc., (K), and RehabCare Group, Inc., (R), have announced the adoption of a merger agreement in which R will be merged with and into K. The merg...

SLE's Restructuring Plan Is Replete With Tax Considerations: February 15, 2011 - Volume 5 Issue 31 Print Report; Sara Lee Corporation, (SLE), has terminated negotiations with respect to the sale of the company and has decided, instead, to pursue a restructuring plan the center...

RVI To Merge "Downstream" Into DSW: February 9, 2011 - Bulletin Print Report; Retail Ventures, Inc., (RVI), isa holding company whose principal asset is a 62 percent stake in DSW, Inc., (DSW). RVI's largest shareholder is Schottenstei...

ESV and PDE Plan a "Taxable" Merger: February 8, 2011 - Bulletin Print Report; Ensco plc, (ESV), and Pride International, Inc., (PDE), have announced the signing ofa merger agreement pursuant to which the latter will become an indirect,...

NEM Will Acquire FRG: February 3, 2011 - Bulletin Print Report; Newmont Mining Corporation, (NEM), and Frontier Gold Gold, Inc., a Canadian corporation, (FRG), have entered into an agreement pursuant to which NEM will acquire al...

ANR Is Planning A "Reverse Triangular Merger": February 1, 2011 - Bulletin Print Report; Alpha Natural Resources, Inc., (ANR), has reached an agreement with Massey Energy Company, (MEE), with respect to the acquisition by the former of all of the latter...

Smurfit-Stone Container To Be Acquired by Rock-Tenn: January 26, 2011 - Bulletin Print Report; Smurfit Stone Container Corp., (SSC), only recently emerged from bankruptcy, has agreed to be acquired by Rock-Tenn Co., (RT), in a transaction which will be struct...

Repurchase Premiums on Convertibles Are Difficult to Deduct: January 11, 2011 - Volume 5 Issue 7 Print Report; T Corporation (T) issued, at face value, $X million of "a%" convertible debentures. At the option of the holder, each $Y of debt principal was convertible...

Rovi/Sonic Solutions: Three Steps Become One: January 3, 2011 - Bulletin Print Report; Rovi Corporation, (R), has entered into a plan and agreement with Sonic Solutions, (SS), pursuant to which the former will acquire the latter in exchangefor a...

Gillette's Close Shave: January 3, 2011 - Volume 5 Issue 1 Print Report; Massachusetts law imposes a corporate excise tax on bothforeign and domestic corporations which areengaged in business in the Commonwealth. In addition,...

Novartis/Alcon Update: December 27, 2010 - Volume 4 Issue 250 Print Report; The Form F-4 filed by Alcon, Inc., (AL),in connection with its merger with and into Novartis A.G., (NOV), discusses the tax consequences of the transaction, inc...

Bank of Montreal/MI--A Forward Triangular Merger Is Planned: December 22, 2010 - Bulletin Print Report; Bank of Montreal, BMO, has agreed to acquire the properties of Marshall & Ilsley Corp., MI, in a transaction that the parties intend will qualify, for U.S. tax...

Novartis/Alcon--Is the Merger a "Reorganization"? (Part 2): December 16, 2010 - Bulletin Print Report; Novartis AG, (N), owns approximately 77 percent of the stock of Alcon, Inc., (AL). Apparently, N acquired its stake in AL in two tranches: 25 percent of such stock wa...

Capital Contribution Does Not Reduce Equity Value: December 13, 2010 - Volume 4 Issue 241 Print Report; Where a "loss corporation" experiences an ownership change, within the meaning of Sec. 382(g) of the Internal Revenue Code, the amount of taxable income f...

The COI Requirement Applies to Insolvency Reorganizations: December 8, 2010 - Volume 4 Issue 238 Print Report; In order for an acquisitive transaction to qualify as a reorganization, it must satisfy the continuity of interest requirement. This is true, moreover, even when the...

AGL and Nicor Are Planning a "Two-Step" 'A' Reorganization: December 8, 2010 - Bulletin Print Report; AGL Resources, Inc., (AGL), and Nicor, Inc., (N), have announced a merger whichwill, the agreement reveals,be structured with the intention of qualifyin...

Post-Acquisition Spin-Off Does Not Run Afoul of Sec. 355(e): November 11, 2010 - Volume 4 Issue 220 Print Report; D Corporation, (D), is a publicly-traded corporation that conducts a pharmaceutical business. C Corporation, (C), a wholly-owned subsidiary of D, conducts a cosmeti...

MTB's Acquisition of WL is Taxable: November 3, 2010 - Bulletin Print Report; M&T Bank Corporation, (MTB), has entered into a definitive agreement to acquire the stock of Wilmington Trust Corporation, (WL). The acquisition will be effecte...

Gyrodyne---What Can It Do With Its Condemnation Award?: October 29, 2010 - Volume 4 Issue 211 Print Report; Reincorporation of Assets Does Not Prevent Complete Liquidation; October 25, 2010 - Volume 4 Issue 207 Print Report; A Real Estate Investment Trust (REIT) owned "a%" of a limited partnership (LP). Unrelated parties owned the remaining interests therein.LP, in turn,...

Stock Repurchases and 'C' Reorganizations: October 21, 2010 - Volume 4 Issue 205 Print Report; In June, 1946, T Corporation (T) acquired substantially all of the assets of PG Corporation (PG). 4,920 shares of T's voting common stock were issued to PG in excha...

St. Jude Announces an Acquisition: October 19, 2010 - Bulletin Print Report; St. Jude Medical, STJ, and AGA Medical Holdings, AGAM, have announced an agreement pursuant to which STJ will acquirethe stock of AGAM. The consideration to b...

Sun Healthcare Plans a Makeover: October 19, 2010 - Volume 4 Issue 203 Print Report; On May 24, 2010, Sun Healthcare Group, Inc.,(SH), announced its intention to restructure its business bydividing its real estate assets and its operatin...

Mutual Fund Mergers and Continuity of Business Enterprise: October 8, 2010 - Volume 4 Issue 196 Print Report; AF Corporation (AF) is a regulated investment company (RIC) as is TF Corporation (TF). AF invests primarily in common stocks and other equity securities of "Y&...

Will "CoCos" Pass Muster as Indebtedness?: October 7, 2010 - Volume 4 Issue 195 Print Report; UBS A.G.and Credit Suisse, it has been recently reported,maybe requiredto hold total capital equal to a whopping 19 percent of their "r...

Kinross "Paper" Is Taxable: September 29, 2010 - Bulletin Print Report; It is unusual for a shareholder of a target corporation who receives solely "paper" (stock and securities) of the acquiring corporation to be taxed on the...

LUV/AAI--Should the Steps Be Collapsed?: September 28, 2010 - Bulletin Print Report; Southwest Airlines, LUV, has announced its intention to acquire the properties ofAirTran Holdings, Inc., AAI, the parent of AirTran Airways, in a two-step tra...

Whose E&P Can "Support" a "Boot" Dividend?: September 10, 2010 - Volume 4 Issue 176 Print Report; P Corporation, (P), owned all of the stock of DSub1, (D1), and the latter owned all of the stock of FSub1, (F1). P also owned all of the stock of FSub4, (F4), FSub5...

Berkshire Hathaway Seeks To Acquire WSC's Minority Interest: September 8, 2010 - Bulletin Print Report; Since 1973, 80.1 percent of the stock of Wesco Financial Corporation, WSC, has been owned by BCS, a wholly-owned subsidiary of Berkshire Hathaway, Inc., BRK. WSC is...

Do Warrants Count For "Continuity of Interest" Purposes?: August 26, 2010 - Volume 4 Issue 166 Print Report; TP Corporation, (TP), owns all of the stock of Sub 1 and Sub 2. TP is a holding company which does not directly engage in the conduct of a trade or business....

Since When Are Securities "Other Property"?: August 25, 2010 - Volume 4 Issue 165 Print Report; LTR 201032017, February 5, 2010, describes a rather "typical" (if there is such a thing) "reverse Morris Trust" (RMT) transaction....

"COBRA" User Hit With Accuracy-Related Penalties: August 24, 2010 - Volume 4 Issue 164 Print Report; In Murfam Farms LLC v. United States , _F.3d_ (Fed. Cl. 2010), the issue was whethercertain users of the well-known tax shelter, known as COBRA, were...

FNFG Will Acquire NAL In a "Reverse Triangular Merger": August 23, 2010 - Bulletin Print Report; In the largest bank merger since the onset of the financial crisis, First Niagra Financial Group, Inc., (FNFG), will acquire New Alliance Bankshares, Inc., (NAL), i...

Form Controls (Except When It Doesn't): August 12, 2010 - Volume 4 Issue 156 Print Report; P Corporation, (P), launches a tender offer for the stock of T Corporation, (T). P successfully acquires, for cash, 91 percent of T's stock. The remaining nine perc...

Option Payments Give Rise to Capital Losses: August 10, 2010 - Volume 4 Issue 154 Print Report; P Corporation (P) owned all of the stock of Sub1 (S1)and Former Sub (FS). During Month 1 of Year 2, P's equity interest in FS was cancelled after FS emerged f...

Are P's and T's Securities Substantially Identical?: August 9, 2010 - Volume 4 Issue 153 Print Report; Do the wash sale provisions of the Internal Revenue Code ("the Code") apply in a case in which a taxpayer, (TP), an individual who is not a "deale...

Spun-Off Corporation Does Not Inherit Distributor's Tax Attributes: August 6, 2010 - Volume 4 Issue 151 Print Report; P1 Corporation, (P1), owned all of the stock of each ofSub1, Sub2, and Sub3. The corporations joined in the filing of a consolidated income tax return....

Merger "Direction" Matters: August 5, 2010 - Bulletin Print Report; Cerberus APB Investor, LLC, (CA), which we assume is treated as a partnership for tax purposes, is an affiliate of Cerberus, LP, (CL). CA owns 55.39 percent of the...

Avis Tops Hertz's Offer for Dollar Thrifty: July 29, 2010 - Bulletin Print Report; Avis Budget Group, Inc., (ABG), is attempting to derail the merger agreement involving Hertz Global Holdings, Inc., (H), and Dollar Thrifty Automotive Group, Inc.,...

Celgene/Abraxis--An "Open" Transaction?: July 13, 2010 - Volume 4 Issue 132 Print Report; Celgene Corporation, (C), and Abraxis BioScience, Inc., (AB), recentlyannounced a merger agreement in connection withwhich a newly-created and wholly-owne...

Aon/Hewitt Associates Plan a Reorganization: July 13, 2010 - Bulletin Print Report; Aon Corporation, (AC), and Hewitt Associates, Inc., (HA), have announced their intention to effect a merger. It is intended, and in fact is a condition to closing,...

"Actual Knowledge" and Ownership Changes: July 2, 2010 - Volume 4 Issue 126 Print Report; Where a "loss corporation" experiences an "ownership change" (within the meaning of Sec. 382(g)(1) of the Internal Revenue Code), certain limits...

Celgene Will Issue "CVRs": June 30, 2010 - Bulletin Print Report; Celgene Corp., (CELG), and Abraxis BioScience, Inc., (ABII), haveannounced a merger in connection with which ABII will become a subsidiary of CELG.

Unique "Dividend Stripping" Opportunity In Valeant/Biovail Merger: June 29, 2010 - Bulletin Print Report; The merger agreement filed by Valeant, (V),and Biovail, (B),discloses that the transaction will be structured as a merger of a newly-created second-tier...

VRX/BVF Agree to Merge: June 22, 2010 - Bulletin Print Report; Valeant, (VRX),and Biovail, (BVF), announced that each company's Board has approved a merger agreement in which VRX would be merged with and into BVF (or an a...

Allscripts Will Acquire Eclipsys: June 9, 2010 - Bulletin Print Report; Allscripts, (MDRX), has announced a plan pursuant to which it will acquire Eclipsys, (ECLP), in a merger transaction intended to qualify as a reorganization, and re...

"Incentive Payments" Yield Ordinary Income: June 7, 2010 - Volume 4 Issue 107 Print Report; T Corporation (T) has outstanding two classes of common stock, Class A Common Stock and Class B Common Stock. The Class A Common Stock has lesser voting rights than...

CCE's Split-Off Should Produce Capital Gains: May 27, 2010 - Bulletin Print Report; The Form S-4 regarding Coca-Cola Enterprise's (Old CCE) split-off was recently issued and it confirms the tax treatment for the cash element of the consideration...

Clarus Moves To "Monetize" Its NOLs: May 27, 2010 - Volume 4 Issue 101 Print Report; Clarus Corporation, (CL), was formerly in the e-commerce solutions business. That business, however, was unsuccessful and CL has since discontinued its involvement...

Split-Offs and Sec. 355(e): May 18, 2010 - Volume 4 Issue 94 Print Report; D Corporation, (D),is actively engaged in the conduct of Business M and has been so engagedfor well in excess of five years. Within the past five years,...

Another "Taxable" Merger: May 13, 2010 - Bulletin Print Report; Comtech Telecommunications Corporation, (CMTL), and CPI International, Inc., (CPII), have entered into a definitive merger agreement in connection with which CMTL w...

Did The I.R.S., in Rev. Rul. 2008-25, Misuse The "Step" Doctrine?: May 13, 2010 - Volume 4 Issue 91 Print Report; In Rev. Rul. 2008-25, I.R.B. 2008-21,May 27, 2008,Mr. A owned 100 percent of the stock of T Corporation, (T). Tpossessed assets with a gross value...

HCA's Earnings Bolstered By "Recap" Accounting: May 11, 2010 - Bulletin Print Report; When HCA, Inc., (H), was "taken private" several years ago, the sponsors formed an LLC, (HHII), which in turn formed a transitory acquisition company whic...

Should You Sign a "Sec. 302 Letter"?: May 10, 2010 - Bulletin Print Report; A tax of 30 percent is imposed on U.S. source dividend income received by a non-resident alien individual. This tax, the rate of which may be reduced by the terms o...

Can RVI Be Eliminated Tax-Efficiently?: May 4, 2010 - Volume 4 Issue 84 Print Report; Retail Ventures, Inc., (RVI), is a holding company whose principal asset is 62 percent of the stock of an operating company, DSW Inc., (DSW). In light of the fact t...

Qwest's NOLs: April 22, 2010 - Bulletin Print Report; CenturyLink, (CTL), and Qwest Communications International, Inc., (Q), announced that their respective boards have approved a definitive merger agreement pursuant t...

Avoiding Sec. 483 With "Escrowed" Stock: April 19, 2010 - Volume 4 Issue 73 Print Report; A privately-heldcorporation (I) was acquired by a publicly-traded corporation (KM)in a "forward triangular merger"which qualifieda...

Apache/Mariner: A "Forward" Merger Is Planned: April 16, 2010 - Bulletin Print Report; Apache Corp., (APA), and Mariner Energy Corp., (ME), announced the execution of a definitive agreement pursuant to which APA will acquire ME. &nb...

MIR's NOLs: April 12, 2010 - Bulletin Print Report; Mirant Corporation, MIR, and RRI Energy, Inc., RRI, announced that they have entered into a definitive agreement to create GenOn Energy. The transactionwill b...

SD and ARD Announce A "Reverse Triangular Merger": April 5, 2010 - Bulletin Print Report; SandRidge Energy, Inc., (SD), and Arena Resources, Inc., (ARD), announced that they have entered into a definitive merger agreement under which ARD's shareholders w...

Is a Holding Company "Unitary" With Its Operating Subsidiary?: March 24, 2010 - Volume 4 Issue 56 Print Report; In many leveraged buyouts (LBOs), a holding company is formed by the "sponsors" of the LBOto acquire the stock of one or more operating companies. T...

Can Merger Expenses Ever Be Deducted?: March 23, 2010 - Volume 4 Issue 55 Print Report; It is axiomatic that expenses incurred in connection with a reorganization are non-deductible capital expenditures. Can these capitalized expenditures ever give ris...

When Will Preliminary Distributions Impact Continuity of Interest?: March 19, 2010 - Volume 4 Issue 53 Print Report; In order for a transaction to qualify as a reorganization , it must, among other things, exhibit continuity of interest (COI). In fact, Reg. Sec. 1...

Continuity of Business Enterprise and NOLs: March 11, 2010 - Volume 4 Issue 47 Print Report; Where a loss corporation undergoes an ownership change, within the meaning of Sec. 382(g), limits are imposed on the amount of taxable income for any taxable year e...

Foreclosure Doubles as a "Qualified Stock Purchase": March 3, 2010 - Volume 4 Issue 41 Print Report; P Corporation, (P), owned100 percentof the stock of S1 Corporation, (S1), and S2 Corporation, (S2), and owned all of the membership interests in LLC, an...

MXB/RISK---A Taxable Merger?: March 1, 2010 - Bulletin Print Report; MSCI, Inc., (MXB), and RiskMetrics Group, Inc., (RISK), announced that they have entered into a definitive merger agreement whereby MXB will acquire RISK "in a...

Taxpayer Bound By Form In Which Transaction Cast: February 25, 2010 - Volume 4 Issue 37 Print Report; Insilco Corporation, (IC), owned 66 percent of the stock of Times Fiber Communication, Inc., (TFC), and the public owned the balance of such stock. Pursuant to an i...

The Case for "Collapsing" Classes of Stock Grows: February 23, 2010 - Bulletin Print Report; D2 Corporation, (D2),owns all of the stock of D1 Corporation, (D1), engaged in Business 1, and Sub3 Corporation, (S3), engaged in Business 3. &nb...

Dispelling 10 Tax Myths: February 23, 2010 - Volume 4 Issue 35 Print Report; 10. An increase in the conversion ratio of convertible debt (or convertible preferred stock) does not have immediate tax consequences. In fact, such an increase is...

ESOPs and 'S' Corporations: February 22, 2010 - Volume 4 Issue 34 Print Report; S1 Corporation, (S1), a foreign corporation,was owned by Shareholders 1, 2, and 3. In addition, these sameindividuals owned all of the stock of Corporat...

SLB's Foreign Status Does Not Prevent Tax-Free Reorganization: February 22, 2010 - Bulletin Print Report; Schlumberger, Ltd. (SLB) and Smith International, Inc. (SII) announced a merger agreement in which the shareholders of SII will, in exchange for each SII share, rec...

Avoiding "CAI" Penalties: February 19, 2010 - Volume 4 Issue 33 Print Report; Sec. 279(a), a provision enacted during the notorious"conglomerate era", in The Tax Reform Act of 1969, provides that "no deduction shall be allo...

The I.R.S. Addresses DTV's Stock Buybacks: February 2, 2010 - Bulletin Print Report; LTR 201004001, October 22, 2009, appears to address the tax consequences of Liberty Media's split-off of Liberty Entertainment, Inc.; the latter's merger with Direc...

Deducting "Success-Based" Banking Fees: January 29, 2010 - Volume 4 Issue 19 Print Report; The taxpayer, (TP), a domestic corporation, in connection with the exploration of its strategic alternatives,hired each ofCorporation X, (X), and Invest...

"Downstream" Transfer Qualifies as a Reorganization: January 28, 2010 - Volume 4 Issue 18 Print Report; Where a corporation's principal asset is stock in another corporation, and the corporation determines that such stock should properlyreside with its sharehold...

Bare Escentuals Deal Features "National Starch" Element: January 26, 2010 - Bulletin Print Report; Shiseido Co. Ltd. (P), through a U.S. affiliate, is offering to purchase the stock of Bare Escentuals, Inc. (BE) for $18.20 per share in cash. Once the tender offer...

"Isolated" Redemptions Do Not Trigger Constructive Distributions: January 25, 2010 - Volume 4 Issue 15 Print Report; Company, (C), a closely-heldState X corporation, has two classes of common stock outstanding; Class A common stockand Class B common stock. The classes ar...

"Upstream" Transfer is Ruled a 'C' Reorganization: January 22, 2010 - Volume 4 Issue 14 Print Report; P Corporation (P) owned all of the stock of H Corporation (H). H, in turn, owned all of the stock of S1 Corporation (S1) and S2 Corporation (S2). S1 was incorporate...

Kraft and Cadbury Reach an Agreement: January 21, 2010 - Bulletin Print Report; Kraft Foods (K) and Cadbury (C) have reached an agreement pursuant to which the former will acquire the stock of the latter in exchange for a combination of K commo...

Brink's and Tyco Announce a "Forward" Merger: January 20, 2010 - Bulletin Print Report; Tyco International Ltd. (TYC) and Brink's Home Security Holdings, Inc. (CFL) announced an agreement pursuant to which CFL will be merged with and into a newly-creat...

Deducting "Going Private" Expenses: January 20, 2010 - Volume 4 Issue 12 Print Report; In November of Year 1, the board of directors of Company (C) decided to "explore strategic alternatives", including a sale of C....

Pennsylvania's "Shares Tax" Is Constitutional: January 15, 2010 - Volume 4 Issue 10 Print Report; The State of Pennsylvania imposes a so-called"Shares Tax" on the taxable amount of a banking institution's shares of capital stock. The tax is based...

Withholding on DIS/MVL Payment Can Be Avoided: January 5, 2010 - Bulletin Print Report; In connection with the merger of Marvel Entertainment (MVL) with and into Disney (DIS), the MVL shareholders will receive, in exchange for each MVL share, $30.00 in...

Novartis/Alcon--Is the Merger a Reorganization?: January 4, 2010 - Bulletin Print Report; Not unexpectedly, Novartis A.G. (NVS) announced its intention to acquire full ownership of Alcon, Inc. (ACL) in a two-step transaction. The first step will see NVS...

Kraft Stock Will Be Taxable: December 9, 2009 - Volume 3 Issue 239 Print Report; Kraft Foods, Inc. (KFT) is offering to acquire all of the "ordinary" shares of Cadbury, plc (C), including those ordinary shares represented by ADSs. (Eac...

Does BHI's S-4 Shed Light on the COI Issue?: November 30, 2009 - Bulletin Print Report; Berkshire Hathaway, Inc. (BHI), in connection with its planned acquisition of Burlington Northern Santa Fe Corporation (BNSF), has filed a preliminary proxy stateme...

What If BHI's Stock Interest In BNSF Is Not "Old and Cold"?: November 24, 2009 - Volume 3 Issue 229 Print Report; Berkshire Hathaway, Inc. (BHI) currentlyowns approximately 22 percent of the stock of the stock of Burlington Northern Sante Fe Corporation (BNSF). The compan...

People's United Will Acquire Financial Federal Corporation: November 24, 2009 - Bulletin Print Report; People's United Financial, Inc. (PBCT), the holding company for People's United Bank, hasannounced a definitive agreement to acquire Financial Federal Corpora...

When To "Collapse" An Acquisition Merger and Upstream Merger: November 20, 2009 - Volume 3 Issue 227 Print Report; In Rev. Rul. 90-95, 1990-2 C.B. 67, P Corporation (P) formed S Corporation (S) and the latter merged with and into unrelated T Corporation (T). In the merger, the s...

Peet's Is Proposing A "Taxable Merger": November 18, 2009 - Bulletin Print Report; Peet's Coffee & Tea, Inc. (PEET) is in the process of acquiring Diedrich Coffee, Inc. (DDRX) in a two-step transaction that entails a tender offer, launched on...

Tax Issues Surrounding BRK/BNI Transaction: November 4, 2009 - Bulletin Print Report; Itseems clear that the acquisition of Burlington Northern Santa Fe Corporation (BNI) by Berkshire Hathaway, Inc. (BRK) will be structured as a forward merger....

Invesco Will Acquire Van Kampen From Morgan Stanley: November 3, 2009 - Volume 3 Issue 214 Print Report; Invesco, Ltd. (I), a Bermuda corporation, has entered into an agreement to acquire the "Van Kampen" businesses from Morgan Stanley, Inc. (MS). The conside...

DTV's Buybacks: What Can We Expect?: October 29, 2009 - Bulletin Print Report; The ruling the I.R.S. issued to Liberty Media, with respect to its split-off of Liberty Entertainment, Inc. (LEI), will not be published for public consumption unti...

Equinix/Switch & Data: Constrained by Sec. 368(a)(2)(E): October 22, 2009 - Bulletin Print Report; Equinix, Inc. (EQIX) and Switch & Data Facilities Company, Inc. (SDXC) have entered into a definitive agreement for EQIX to acquireSDXC for a combination...

Deducting "Termination Fees": October 21, 2009 - Volume 3 Issue 205 Print Report; In Santa Fe Pacific Gold Co. v. Commissioner , 132 T.C. No. 12 (2009), the issue was whether Santa Fe (SF)was entitled to a deduction for a payment ma...

Must "Indirect Costs" Be Capitalized?: October 14, 2009 - Volume 3 Issue 200 Print Report; The taxpayer (T) is a diversified financial services company. In 2005, T opened "a" banking stores, "b" regional commercial banking offices, and...

When Warrants Are Received In a Reorganization: October 12, 2009 - Volume 3 Issue 198 Print Report; On March 12, 1958, Mr. Bateman (B) owned 7,350 shares of WP Corporation (WP). On that day, WP wasmerged with and into SG Corporation (SG). The "two party...

Can Stock of a Merger Candidate Be Effectively Donated?: October 6, 2009 - Volume 3 Issue 194 Print Report; A taxpayer owns stock in a companywhich has agreed to be acquired by another company. The taxpayer's basis in the stock, which has been held for more than one...

Liberty's Proxy Statement Bolsters Our Confidence: October 6, 2009 - Bulletin Print Report; Liberty Media (LM) released proxy materials regarding the split-off of Liberty Entertainment, Inc. (LEI) and the second-step business combination involving LEI and...

Xerox's Acquisition of ACS Should Constitute a Reorganization: September 30, 2009 - Bulletin Print Report; Xerox, (X),to the surprise of many observers, announced an agreement pursuant to which it will acquire Affiliated Computer Services (ACS) in exchange for a co...

The Service Chooses Equity Over Expediency: September 11, 2009 - Volume 3 Issue 178 Print Report; Sometimes, as a matter of principle, the I.R.S. will turn its back on tax revenue that is there for the taking. It will do this in cases where it perceives that suc...

BHI/BJS: Smooth Sailing: September 8, 2009 - Bulletin Print Report; Baker Hughes, Inc. (BHI) and BJ Services Company (BJS), BHI's former subsidiary, have announced a definitive merger agreement in connection with which BJS will be m...

GW/PDS Ruling Published: September 2, 2009 - Volume 3 Issue 172 Print Report; LTR 200913008, December 15, 2008, appears to be the ruling the I.R.S. issued to Grey Wolf International, Inc. (GW) with respect to its acquisition by Precision Drilli...

DIS/MVL: "Belt and Suspenders"?: September 2, 2009 - Bulletin Print Report; The Walt Disney Company (DIS) has agreed to acquire Marvel Entertainment, Inc. (MVL) in a stock and cash transaction. &nb...

Navigating the Partial Liquidation Rules: August 26, 2009 - Volume 3 Issue 167 Print Report; If a distribution by a corporation to its shareholders qualifies as a distribution in partial liquidation, the distribution is treated as "in part or full paym...

When Is A Redemption Part of a Plan?: August 20, 2009 - Volume 3 Issue 163 Print Report; A redemption of stockwill qualify for "exchange" treatment if the redeemed shareholder suffers a "sufficient" reduction of his or her prop...

Good News for WY: I.R.S. Rules Favorably on a "REIT Spin-off": August 12, 2009 - Volume 3 Issue 157 Print Report; D Corporation, (D),a publicly-traded corporation, was engaged, through its subsidiaries, in Business A and Business B; the latter appears to be a real-estate...

Pepsico's Acquisitions Should Constitute Reorganizations: August 6, 2009 - Bulletin Print Report; Pepsico, Inc. (PEP) has reached an agreement to acquire both Pepsi Bottling Group, Inc. and PepsiAmericas, Inc. (BG). The transaction is conditioned on, among many...

Debt vs. Equity In the Reorganization Context: August 4, 2009 - Volume 3 Issue 151 Print Report; H Corporation (H) merged with and into newly-formedL Corporation (L). L will operate exclusively for charitable and educational purposes and was incorporated...

Rescinding a Merger: July 31, 2009 - Volume 3 Issue 149 Print Report; Prior to Date 1, T Corporation (T) had two classes of stock outstanding; convertible preferred stock and common stock. During Date 1 and Date 2, A Corporation (A) p...

An Unusual Way to "Monetize" a Corporation's Tax Attributes: July 29, 2009 - Volume 3 Issue 147 Print Report; T Corporation (T), a publicly-traded corporation, owned all of the stock of TS1, engaged in business A, and TS2, engaged in business B. T's principal asset was a bl...

SGP/MRK Update: July 24, 2009 - Bulletin Print Report; It appears that the Schering-Plough/Merck business combination will be closing on schedule. The structure of the deal is unusual because the parties were attempting...

Warrants Issued To Guarantors--Does Sec. 83 Apply?: July 21, 2009 - Volume 3 Issue 141 Print Report; 47 percent of the stock of F Corporation (F) was owned by E Corporation (E), Mr. G (G), and Mr. D (D). In March, 1978, in recognition of the risks assumed by D, G,...

AHYDO Status Avoided By "Timely" Payments of Accrued Interest: July 6, 2009 - Volume 3 Issue 130 Print Report; During the 1980s, many deals were financed, at least in part, with "deferred interest" debt securities. Under the original issue discount (OID) rules, how...

NOLs and "Inactive" Corporations: June 30, 2009 - Volume 3 Issue 127 Print Report; Where a loss corporation undergoes an ownership change , the amount of taxable income for any taxable year ending after the date of the ownership change whi...

A "Substantial" Portion: June 24, 2009 - Volume 3 Issue 123 Print Report; Many important tax determinations are premised on the issue ofwhether a particular quantity constitutes a "substantial part or portion" of the whole...

HLTH's "Downstairs" Merger: June 22, 2009 - Bulletin Print Report; HLTH Corporation (HLTH) and WebMD Health Corporation (WBMD) have revived their off-again on-again proposal to combine. Thus, HLTH announced that it will be merging...

Identifiable Intangible Assets Are Not Part of Goodwill: June 17, 2009 - Volume 3 Issue 118 Print Report; Inyears past, prior to the enactment of Sec. 197 in 1993, the I.R.S.consistently took the position that so-called "customer based" intangible...

Ramius/Cowen--The Need for Newco: June 11, 2009 - Volume 3 Issue 114 Print Report; Ramius LLC (R) and Cowen Group, Inc. (COWN) announced, on June 4, 2009,that they have signed an agreement to create a diversified financial services company w...

Historic Shareholder Continuity of Interest: June 2, 2009 - Volume 3 Issue 107 Print Report; In order for a merger to qualify as a tax-free reorganization, under Sec. 368(a)(1)(A), it must meet not only the terms of the specifications (the merger must be a...

Recent Purchase Causes Disqualified Distribution: June 1, 2009 - Volume 3 Issue 106 Print Report; LTR 200905018, October 21, 2008, describes a split-off which features an inordinate number of "moving parts" and demonstrates how preliminary steps, under...

The SGP Merger Will Be A Redemption: May 29, 2009 - Volume 3 Issue 105 Print Report; The proxy statement issued withrespect to the historic combination of Merck & Co., Inc. (MRK) and Schering-Plough, Inc. (SGP) confirms what we had suspected;&nb...

"Fragmentation" Averted: May 22, 2009 - Volume 3 Issue 101 Print Report; In LTR 200903075, October 9, 2008, an 'S'corporation, (D),was engaged in the active conduct of business Bwhile its wholly-owned subsidiary, a &quo...

NetApp Will Acquire Data Domain: May 21, 2009 - Bulletin Print Report; On May 20, 2009, Data Domain, Inc. (DD) and NetApp, Inc. (NA) entered into an Agreement and Plan of Merger the structure of which is somewhat unusual. Thus, NA will...

Verizon's Latest Reverse Morris Trust: May 15, 2009 - Volume 3 Issue 96 Print Report; Verizon Communications, Inc. (VZ) recently announced a transaction with which it has more than a passing familiarity; a "reverse Morris Trust" transaction...

DTV: When Is a Repurchase a "Separate" Transaction?: May 13, 2009 - Volume 3 Issue 94 Print Report; For a split-off to be tax-free (at the distributing corporation level), it must meet all of the requirements imposed by Sec. 355 of the tax code and, in addition, i...

Exchanging Securities in a Reorganization: May 8, 2009 - Volume 3 Issue 90 Print Report; Where a transaction qualifies as a reorganization , the shareholders of the acquired corporation can exchange their stock for stock in the acquiring corporati...

Liberty Entertainment and DIRECTV Will Combine: May 5, 2009 - Bulletin Print Report; Liberty Entertainment, Inc. (LEI) and DIRECTV (DTVG) have entered into a definitive agreement for a business combination that will beundertaken immediately af...

Taxing "CVRs": April 29, 2009 - Volume 3 Issue 83 Print Report; In some cases, in connection with an acquisition, the parties are simplyunable to agree on the value of the acquired corporation. The gap, in these instances,...

WFC and SOP 03-3: April 27, 2009 - Volume 3 Issue 81 Print Report; Wells Fargo & Co. (WFC), in the course of reporting its first quarter earnings, devoted an entire section of its press release to the vagaries of SOP 03-3, a pr...

WFC Benefits From FASB's Munificence: April 22, 2009 - Bulletin Print Report; Wells Fargo & Company (WFC) hasreported, by any standard,impressive first quarter earnings. Moreover, its financial position appears to be quite sou...

PEP/PBG/PAS: The "Direction" of the Merger is Critical: April 20, 2009 - Bulletin Print Report; PepsiCo (PEP) has proposed to acquire all of the outstanding shares of common stock it does not already own in its two largest "anchor" bottlers, The Peps...

Centex's "Deferred Tax Assets": April 16, 2009 - Bulletin Print Report; During the conference call in which the Pulte Homes (P)/Centex Corp. (C) merger was announced, the noted housing analyst, Ivy Zelman, posed the following question--...

ESRX Will Enjoy a Basis "Step-Up": April 14, 2009 - Volume 3 Issue 72 Print Report; Express Scripts, Inc. (ESRX) and WellPoint, Inc. (WLP) announced that they have signed a definitive agreement under which ESRX will acquire WLP's "NextRX subsi...

Pulte/Centex--What Happens to the NOLs?: April 8, 2009 - Bulletin Print Report; Pulte Homes, Inc. (PHM) and Centex Corp. (CTX) announced, today, that their boards of directors have approved a definitive merger agreement "under which PHM an...

Is the Accumulated Earnings Tax a Threat?: April 8, 2009 - Volume 3 Issue 68 Print Report; In the current environment corporations may find it prudent tohusband their cash reserves bycurtailing or reducing their dividend payments and postponin...

Metavante: Prior Spin Should Not Be Affected by Merger: April 7, 2009 - Bulletin Print Report; Recently, Metavante Technologies, Inc. (M) entered into a plan and agreement with Fidelity National Information Services, Inc. (F) in connection with which the form...

Citigroup's Exchange Offer: April 3, 2009 - Volume 3 Issue 65 Print Report; Citigroup, Inc.(C) is on the verge of effecting a massive recapitalization in which the holders of much of C's preferred stock (each ofitsstraig...

Tax Consequences of a "Taxable Merger": March 27, 2009 - Volume 3 Issue 60 Print Report; Assume that a taxpayer (TP)owns stock in "Target Co.", (T), with an adjustedbasis, in his hands, of $500,000. "Parent Co.", (P), and...

Agrium Proposes a "Taxable" Reorganization: March 25, 2009 - Bulletin Print Report; Agrium, Inc. (AGU), a Canadian corporation, is attempting to acquire CF Industries Holdings, Inc. (CF) which is, itself,seeking to acquire Terra Industries. A...

Petro-Canada and Suncor Will Effect an 'A' Reorganization: March 24, 2009 - Bulletin Print Report; Suncor Energy, Inc. (SU) and Petro-Canada (PCZ) have agreed to merge. The merger will be effected pursuant to a "Plan of Arrangement" under the Canadian B...

"Mutual Into Stock" Merger Qualifies As a Reorganization: March 18, 2009 - Volume 3 Issue 53 Print Report; Mutual organizations are owned by their members. Typically, such membersoccupy a dual relationship to the organization: as members they have proprietary inter...

Reorganizations of Insolvent Corporations: March 17, 2009 - Volume 3 Issue 52 Print Report; Congress intended that "troubled" corporations,with a view towards affording theseentities a meaningfulchance for rehabilitation, be per...

Ownership Changes in Bankruptcy: March 13, 2009 - Volume 3 Issue 50 Print Report; Where a "loss corporation" experiences an ownership change , certain limits are placed on the use of its net operating losses (NOLs) and "bui...

MRK/SGP: A "Reverse Merger" is Planned: March 10, 2009 - Volume 3 Issue 47 Print Report; Merck, Inc.'s(MRK)"acquisition" of its rival,Schering-Plough, Inc.(SGP), is being structured in an unusual manner. Despite the rel...

Tax Deferral With Private Annuities: March 6, 2009 - Volume 3 Issue 44 Print Report; Mr. Katz owned all of the stock of ELA, a company that he hadfounded and that grew to be very successful in a brief period of time. He entered into a plan and...

Imputed Interest on Stock Issued in a Reorganization: March 5, 2009 - Volume 3 Issue 43 Print Report; Sec. 483 of the Internal Revenue Code applies to a contract for the sale or exchange of property if the contract (i) provides for one or more payments due more than...

"Inverted" Corporations Are Moving to Switzerland: February 27, 2009 - Bulletin Print Report; Several of the corporations that accomplished, in the late 1990s and early 2000s, "inversion" transactions, have now decided that, in order to make their...

CF Industries Will Be Going "Hostile": February 27, 2009 - Volume 3 Issue 39 Print Report; CF Industries, Inc. (CF) recently announced that it will take its exchange offer directly to the shareholders of Terra Industries, Inc. (T) in light of the fact tha...

Sirius XM Radio Inc.'s NOL Status: February 24, 2009 - Volume 3 Issue 36 Print Report; In July, 2008,Sirius Satellite Radio, Inc.(SSR)acquired the stock of XM SatelliteRadio, Inc.(XMR)in a transaction intended...

A "Transitory" Corporation is Disregarded: February 19, 2009 - Volume 3 Issue 33 Print Report; In some cases, a corporation which is both created and extinguished in an integrated transaction will be, for tax purposes, disregarded. Thus, a reverse triangular...

CBS Taxed on Its "Transfer" of Real Estate to Viacom: February 12, 2009 - Volume 3 Issue 29 Print Report; In March of 2000, CBS Corporation (CBS)and Viacom, Inc. (V)effected a merger in connection with which V was the "issuing" corporation. (Since...

The “Cash Issuance Exception” and NOLs: February 11, 2009 - Volume 3 Issue 28 Print Report; Dow Jones recently reported that a group of telecommunications companies "is seeking to loosen tax rules to allow them to raise equity capital without eroding...

Sequenom's "Two-Step": February 9, 2009 - Volume 3 Issue 26 Print Report; Sequenom, Inc.(S) is proposing to acquire all of the stock of EXACT Sciences Corp. (E) through a two-step process embodying both a tender offer and a&qu...

Pfizer's Stock Will Be Taxable: January 30, 2009 - Bulletin Print Report; The merger agreement filed by Pfizer, Inc. (PFE) with respect to the Wyeth (WYE)deal indicates that the transaction will be structured as a "reverse triangular merger". Thus, PFE...

"Value Fluctuations" Will Not Precipitate An "Ownership Change": January 29, 2009 - Volume 3 Issue 19 Print Report; Where a "loss corporation" experiences an "ownership change", certain limits, sometimes quite restrictive, areimposed on the amount of tax...

WFC and PNC: Tax Refunds In the Offing?: January 26, 2009 - Volume 3 Issue 16 Print Report; Wells Fargo (WFC) and PNC will be acquiring Wachovia (WB) and National City Corp. (NCC), respectively, in transactionswhich willbestructured as di...

Is New York Times' "Slim" Loan an "AHYDO"?: January 22, 2009 - Volume 3 Issue 14 Print Report; During the 1980s,scores ofdeals were financed, at least in part,with "deferred interest" securities. Due, however, to the operation of t...

Continuity of Interest--How Low Can You Go?: January 14, 2009 - Volume 3 Issue 9 Print Report; In order for a forwardmerger (one in which the acquiring corporation is the surviving corporation)to qualify as a reorganization both "the terms of...

CTL/EQ--Who Is the Acquirer?: January 9, 2009 - Volume 3 Issue 6 Print Report; In the case of a business combination effected wholly, or at least primarily,through an exchange of equity interests--like the one recently announced by Centu...

Preserving Reorganization Treatment: December 23, 2008 - Volume 2 Issue 338 Print Report; InLTR 200842029, July 18, 2008, FC, a foreign corporation, created a domesticsubsidiary, MS, with andinto which T Corporation (T),an unrelat...

Continuity of Interest and the "Signing Date Rule": December 22, 2008 - Volume 2 Issue 337 Print Report; In order for a merger to qualify as a reorganization it must, among severalother requirements, exhibit continuity of interest (COI). It will...

Liberty Media Will Split-Off Liberty Entertainment: December 16, 2008 - Volume 2 Issue 333 Print Report; Liberty Media Corporation (L) recently announced that its board of directors has authorized a plan to distribute to the holders of its Liberty Entertainment group t...

When Is Option Income Reported?: December 5, 2008 - Volume 2 Issue 323 Print Report; The tax consequencesarising fromexercising an employee stockoption are governed by Sec. 83 of the Internal Revenue Code. In general, income (equal...

GW/PDS--No "Helen of Troy" Problem: December 3, 2008 - Bulletin Print Report; Grey Wolf International, Inc. (GW) is scheduled to merge, later this month, with and into a controlled subsidiary of Precision Drilling Trust (PDS)for a combination of cash and...

Treating a Stock Transfer as an Asset Transfer under Sec. 336(e): November 28, 2008 - Volume 2 Issue 318 Print Report; Sec. 336(e) was enacted some 22 years ago, in The Tax Reform Act of 1986 (P.L. 99-514), in connection with the repeal, in that Act, of the so-called"Gene...

Can An Acquirer's NOLs Offset a Target's Profits?: November 25, 2008 - Volume 2 Issue 316 Print Report; Many companies, particularly in the environment in which we currentlyfind ourselves,are in possession of copiousnet operating losses (NOLs) which...

I.R.S. Issues Regulations Regarding "Outbound" Reorganizations: November 24, 2008 - Volume 2 Issue 315 Print Report; Where a domestic corporation acquires the properties of another domestic corporation in a transactionwhich qualifies as a reorganization--for example, in...

Capital Contributions Can Affect NOL Usage: November 18, 2008 - Volume 2 Issue 311 Print Report; Sec. 382(a) of the Internal Revenue Code provides that the taxable income of a "new loss corporation", (1) for a taxable year follow...

Exelon/NRG--Are Two Steps Sufficient?: November 13, 2008 - Volume 2 Issue 308 Print Report; Exelon Corp. (EXC) recently announced thatit will launch, through a newly-created subsidiary (EX), an exchange offer for all of the outstanding shares of NRG...

HLTH's Buyback and NOLs: November 12, 2008 - Volume 2 Issue 307 Print Report; HLTH Corp. recently announced a massive stock buyback as an alternative to, and in lieu of, its planned merger, subsequently cancelled, with its 84 percent owned subsidia...

WFC Alters Terms of Merger With WB: November 4, 2008 - Bulletin Print Report; The S-4 recently filed by Wells Fargo (WFC) in connection with its acquisition of Wachovia (WB) reveals a change in the structure of the business combination. Originally,...

A Change in Plans--BAC's Acquisition of MER May Be Taxable: November 3, 2008 - Volume 2 Issue 300 Print Report; Bank of America (BAC) has gone to some lengths to insure that its pending acquisition of Merrill Lynch (MER) will constitute a tax-free reorganization. However, if...

PNC/NCC - Big Profits in RBILs: October 28, 2008 - Bulletin Print Report; The PNC Financial Services Group, Inc. (PNC) and National City Corp. (NCC) signed a definitive merger agreement for PNC to acquire NCC for some $2.23/share. NCC sha...

Can Merger Arbitrage Be Used To Convert The "Character" of Gain?: October 17, 2008 - Volume 2 Issue 289 Print Report; Merger arbitrage, in the best of times,is a difficult business. Successful practitioners of this craft must be able to predict the likely outcome of a propose...

IVGN and ABI Amend Their Merger Agreement: October 16, 2008 - Volume 2 Issue 288 Print Report; Invitrogen Corp. (IVGN) and Applied Biosystems, Inc. (ABI) announced, on October 15, 2008,an amendment to their pending merger agreement. Under the prior term...

Wells Fargo and Wachovia--What The Merger Agreement Reveals: October 14, 2008 - Volume 2 Issue 286 Print Report; The merger agreement,pursuant to the terms ofwhich Wachovia Corp. (WB) will be acquired by Wells Fargo & Co. (WFC), reveals some interesting informa...

Precision Drilling Wins The Battle for Grey Wolf: October 13, 2008 - Volume 2 Issue 284 Print Report; Precision Drilling Trust (PDS),a Canadian mutual fund trust,has reacheda definitive agreement with Grey Wolf, Inc. (GW) in connection with which t...

PG/SJM--Assessing The Impact of the Anti-Morris Trust Rules: October 2, 2008 - Volume 2 Issue 275 Print Report; Procter & Gamble (PG) and J.M. Smucker Co. (SJM) will be engaging (for the second time in the past six years)in a "reverse Morris Trust" transacti...

BAC/MER: A Reorganization Is Intended: September 26, 2008 - Volume 2 Issue 270 Print Report; In contrast to the manner in which the JP Morgan Chase/Bear Stearns deal was carried out, the acquisition by Bank of America (BAC) of Merrill Lynch (MER) is intende...

Post-Acquisition Spin-Offs Can Be Tax-Free: September 19, 2008 - Volume 2 Issue 265 Print Report; What, if any, tax rules operate to discourage a spin-off which closely follows an acquisition of the distributing corporation's stock? The onepotential impedi...

Settlement of "Equity Forward" Is a Non-Recognition Event: September 18, 2008 - Volume 2 Issue 264 Print Report; Many companies have chosento repurchase their shares bymeans of "equity forward" contracts. InCCA 200832002, April 23, 2008, A Corporati...

Discovery Becomes a Pure Play Programmer: September 15, 2008 - Volume 2 Issue 261 Print Report; Discovery Holding Company (DHC) was, several years ago, spun-off from Liberty Media. DHC is now undertaking its own spin-off in conjunction with a series of re-stru...

Allscripts Update: September 3, 2008 - Volume 2 Issue 252 Print Report; Allscripts Healthcare Solutions, Inc. (A) is inching closer towards completing its transformative deal with Misys plc (M). On September 22, 2008, the Ashareho...

I.R.S. Issues New Rules Regarding Amortization of "Start-Up" Costs: August 22, 2008 - Volume 2 Issue 245 Print Report; Sec. 162(a) of the Internal Revenue Code provides that there shall be allowed as a deduction all of the "ordinary and necessary" expenses paid or incurred durin...

How the "Expansion Doctrine" Facilitates CY's Spin-Off of SPWR: August 21, 2008 - Volume 2 Issue 244 Print Report; LTR 200830005, April 16, 2008,permitsthe shareholders of acorporation that had acquired control of another corporation in a taxable transaction wi...

Teva's Acquisition of Barr Will Constitute a Reorganization: August 15, 2008 - Volume 2 Issue 238 Print Report; Teva Pharmaceutical Industries, Ltd. (T) and Barr Pharamceuticals, Inc. (B) have entered into a definitive agreement pursuant to which T, a foreign corporation, will acqu...

NYMEX--Is There a Case for Capital Gains?: August 13, 2008 - Volume 2 Issue 236 Print Report; The merger of NYMEX with and into a subsidiary of CME, a transaction intended to qualify as a reorganization under Sec. 368(a)(1)(A), has run into some turbulence fr...

Ashland/Hercules: The Stock Is Taxable: August 9, 2008 - Volume 2 Issue 232 Print Report; Recently, the boards of directorsof Ashland, Inc. (A) and Hercules, Inc. (H) reached an agreement with respect to a transaction in which A would acquire all of the...

PCH Will Be Blazing New Spin-Off Trails: August 6, 2008 - Volume 2 Issue 229 Print Report; Potlatch Corporation (PCH), a real estate investment trust (REIT), recently announced that its Board of Directors had approved a plan pursuant to which PCH will spi...

Deducting Expenses Incurred in a "Private Equity" Transaction: July 30, 2008 - Volume 2 Issue 223 Print Report; LTR 200830009, April 11, 2008 considers certain tax consequences associated with a "typical" private equity transaction. The conclusions the ruling reache...

BAC Will Reap the Benefits of "Purchase Accounting": July 25, 2008 - Volume 2 Issue 219 Print Report; The acquisition of Countrywide (C) by Bank of America Corp.(B) was recently completed and preliminary details regarding the accounting for this transaction--w...

Cleveland-Cliffs/Alpha Natural Resources---The "72% Solution": July 21, 2008 - Volume 2 Issue 215 Print Report; On July 16, 2008, Cleveland-Cliffs, Inc. (CLF) and Alpha Natural Resources, Inc. (ANR) announced that each suchentity's board of directors had approved a defi...

Converting Capital Gain Into Dividend Income: July 19, 2008 - Volume 2 Issue 214 Print Report; When a corporation sells assets to another corporation, it is often a matter of indifference to the seller whether, in cases where the deal has to be financed, it receive...

InBev's Interest Expense--Deductible in the U.S.?: July 16, 2008 - Volume 2 Issue 211 Print Report; The Wall Street Journal for July 10, 2008 ran an article in its regular Breaking Views column regarding an interesting, tax-oriented, aspect of the pote...

EK's Stock Repurchase Funded by Tax Refund: July 14, 2008 - Volume 2 Issue 209 Print Report; On June 24, 2008, Eastman Kodak Company (EK) announced that its Board of Directors had authorized a stock repurchase program totaling as much as $1 billion of the company...

How Will SJM's "Special Dividend" Be Taxed?: July 11, 2008 - Volume 2 Issue 207 Print Report; Procter & Gamble (PG) and J.M. Smucker Company (SJM), as we previously reported are teaming up (See The Willens Report,Digimarc's "Two-Step"--How Will the Distribution Be Taxed?; July 8, 2008 - Volume 2 Issue 204 Print Report; Digimarc Corporation (D) is engaged in two businesses; the "secure ID" business and the "digital watermarking" business. L-1 Identity Solutions, Inc....

KFT's Will Divest Post in A "Reverse Morris Trust": July 5, 2008 - Volume 2 Issue 201 Print Report; Kraft Foods, Inc. (K) will be divesting its Post Cereals business (P) in a tax-efficient manner. In fact, Kshould be able to retire an amount of itsstock (uti...

Willis Group and HRH Are Planning a Reorganization: June 24, 2008 - Volume 2 Issue 191 Print Report; Willis Group Holdings Limited (W) and Hilb Rogal & Hobbs (H) recently announced a transaction in which H will be absorbed by W in a transaction that will be structure...

Will Goodwill Gain Earned by a REIT Be Qualifying Income?: June 21, 2008 - Volume 2 Issue 188 Print Report; The acquisition of a Real Investment Trust (REIT) almost always takes the form of an asset acquisition. This format enables the buyer to secure a "cost basis" i...

Will The Celera Split-Off Be Tax-Free?: June 17, 2008 - Volume 2 Issue 184 Print Report; Applera Corp. (A) and Invitrogen Corp. (I) have announced a business combination in which A will be merged with and into a LLC created by I for purposes of the transaction....

Combining A PE's Portfolio Companies: June 15, 2008 - Volume 2 Issue 181 Print Report; Many private equity (PE) enterprises in possession, on behalf of their clients, of a stable of portfolio companies, may find that one or more these investments have not &...

O'Reilly Automotive and CSK's Path to a Business Combination: June 13, 2008 - Volume 2 Issue 179 Print Report; O'Reilly Automotive, Inc. (O) and CSK Auto Corporation (C) are taking steps to implement the merger agreement the parties entered intoon April, 1, 2008. The transac...

PG and SJM Team Up Again: June 5, 2008 - Volume 2 Issue 171 Print Report; For the second time in the past six years, theProcter & Gamble Company(PG) and theJ. M. Smucker Company (SJM) will be collaborating on a tax-efficient...

SII and WHQ Are Cutting It Close: June 5, 2008 - Volume 2 Issue 170 Print Report; Smith International, Inc. (SII) and W-H Energy Services, Inc. (WHQ) recently announced a "strategic combination" that will be structured as a "forward"...

MetLife and RGA To Part Company: June 3, 2008 - Volume 2 Issue 168 Print Report; MetLife, Inc. (M) presently owns 51.8 percent of the outstanding common stock of Reinsurance Group of America, Inc. (R). Some 3,000,000 shares of R were purchased by M in...

Clear Channel Communications--A "Public" LBO: June 1, 2008 - Volume 2 Issue 165 Print Report; Clear Channel Communications, Inc. (CCU) recently announced that the company, the sponsors of its long-running LBO, and the financiers of such LBO, had entered into a set...

I.R.S. Endorses Most Types of Post-Reorganization Transfers: May 22, 2008 - Volume 2 Issue 154 Print Report; Where the assets or stock acquired in a potentialreorganizationaretransferred shortly after the reorganization, the issue arises whether such transfer w...

How Are Abandoned Shares Treated In A Merger?: May 19, 2008 - Volume 2 Issue 150 Print Report; In order for a merger, or any other "acquisitive" transaction for that matter, to qualify as a tax-free reorganization, both the terms of the specifications (fo...

"Stepping" Out Of A Reorganization: May 16, 2008 - Volume 2 Issue 147 Print Report; A corporation's acquisition of the stock of another corporation can qualify as a reorganization under Sec. 368(a)(1)(B) if the stock is acquired in exchange solely for th...

Forming "New Clearwire": May 15, 2008 - Volume 2 Issue 146 Print Report; Clearwire Corporation (C) and Sprint Nextel Corporation (S) announced, recently, that they have entered into a definitive agreement to combine their "next generation...

Can Sprint Spin-Off Nextel?: May 12, 2008 - Volume 2 Issue 143 Print Report; Sprint Corporation (S) isin the process of evaluatingits options with respect to Nextel Communications (N), its wholly-owned subsidiary, and, apparently, ...

Mergers of Mutual Funds--Satisfying "COBE": May 9, 2008 - Volume 2 Issue 140 Print Report; Requisite to a reorganization is a continuity of business enterprise (COBE) through the issuing corporation under the modified corporate form. See...

What If The "(h)(10)" Subsidiary Is Insolvent?: May 8, 2008 - Volume 2 Issue 139 Print Report; Elections under Sec. 338(h)(10) are frequently made. They are ordinarilybeneficial because the election provides a buyer of corporate stock with acost basis i...

Genesco Will Distribute Finish Line Shares: May 7, 2008 - Volume 2 Issue 138 Print Report; On April 30, 2008, Genesco, Inc.(GCO) announced that its Board of Directors had declared a dividend on its common stock in order to distribute 6,518,971 shares of C...

I.R.S.'s New Estate Regulations Reject "Kohler": April 28, 2008 - Volume 2 Issue 129 Print Report; Sec. 2001 of the Internal Revenue Code imposes a tax on the transfer of the taxable estate of every decedent who is a citizen or resident of the United States. For this p...

Cypress and SunPower--Is a Separation Imminent?: April 20, 2008 - Volume 2 Issue 119 Print Report; Cypress Semiconductor Corp. (CY) currently owns some 44.5 million Class B common shares of SunPower Corp. (S). The Class A common stock of S is widely-held and publicly-t...

Delta and Northwest Will Merge--What About the NOLs?: April 17, 2008 - Volume 2 Issue 116 Print Report; Delta Air Lines, Inc. (D) and Northwest Airlines Corp. (N) haveannounced that they have entered into a merger agreement pursuant to which D will be the issuing corpor...

Quanex Will Engage In a "Bad Morris Trust" Transaction: April 16, 2008 - Volume 2 Issue 114 Print Report; Quanex Corporation (NX) recently announced that its Board of Directors has set April 23, 2008 as both the record date and distribution date for the previously-announced s...

Update on JPM/BSC Deal: April 16, 2008 - Volume 2 Issue 115 Print Report; The S-4 regarding the business combination to be executed by JP Morgan Chase, Inc.(JPM) and Bear Stearns Companies (BSC) was filed with the S.E.C. on Friday, April...

WaMu's "Capital Raising"--Will Its Losses Be Affected?: April 10, 2008 - Volume 2 Issue 108 Print Report; Washington Mutual, Inc. (WM) recentlyannounced that it has entered into definitive agreements to raise an aggregate $7 billion through a direct sale of "equity...

NYMEX/CME Group--Measuring Continuity of Interest: April 5, 2008 - Volume 2 Issue 103 Print Report; On March 17, 2008, NYMEX Holdings, Inc. (NMX), entered into an agreement and plan of merger with CME Group, Inc. (CME) pursuant to which NMX will be merged with and into...

District Court Shoots Down "Midco" Transaction: April 3, 2008 - Volume 2 Issue 101 Print Report; Apurchasing corporation'sobjective, in the case of a taxable acquisition of another corporation, is (at least from a tax point of view) to secure a cost b...

Structure of BSC Deal Will Permit Recognition of Losses: March 23, 2008 - Volume 2 Issue 88 Print Report; It seems abundantly clear that, given the precipitous decline in the price of the stock, most shareholders of The Bear Stearns Companies, Inc. (BSC)are "sittin...

Can JPM "Use" BSC's Prospective Losses?: March 20, 2008 - Volume 2 Issue 85 Print Report; The proposed transaction, althoughat this point we are still in the dark regarding the structure to be employed, in which JPM will be acquiring BSC, will most likel...

Allscripts Will Pay A Special Cash "Dividend": March 19, 2008 - Volume 2 Issue 84 Print Report; On March 18, 2008 Allscripts (A) and Misys Plc (M) announced that they had inked a definitive merger agreement. The agreement envisions a multi-step transaction in which...

JPM's "Bargain Purchase" of BSC: March 18, 2008 - Volume 2 Issue 83 Print Report; Even assuming that the reported book value (some $84/share) of The Bear Stearns Companies (BSC)is overstated because substantial asset write-downs have yet to be in...

Navigating the NOL Survival Rules: March 10, 2008 - Volume 2 Issue 73 Print Report; Congress has always shown a keen interest in preventing what it has referred to, pejoratively, as "trafficking" in Net Operating Losses (NOLs). Accordingl...

Raising Capital With "Equity Units" Provides Tax Advantages: March 7, 2008 - Volume 2 Issue 70 Print Report; Included in the package of securities that Ambac Financial Group, Inc. recentlyissued to shore up its depleted capital basewas, in addition to its common stoc...

Genesco and Finish Line Settle Their Differences: March 6, 2008 - Volume 2 Issue 69 Print Report; Genesco, Inc. (G) has entered into a settlement agreement with Finish Line, Inc.(FL; itserstwhile merger partner) and with UBS Securities LLC (UBS; the...

"Disqualified Distributions": February 25, 2008 - Volume 2 Issue 55 Print Report; Even where a spin-off (or split-off) meets each of the "base" requirements of Sec. 355, things can still go awry if the distribution is made, in substantial part,...

Foreign Shareholders Can (Legally) Escape Tax on REIT Distributions: February 23, 2008 - Volume 2 Issue 53 Print Report; The acquisition of a Real Investment Trust (REIT) almost always takes the form of a "forward cash merger". Thus, the target willmerge with and into...

Delta/Northwest: Will The NOLs Be Imperiled?: February 20, 2008 - Volume 2 Issue 49 Print Report; Many hurdles will have to be overcome before a business combination of Delta AirLines, Inc.(D) and Northwest Airlines Corp. (N)can be undertaken. Apparently,...

A Trader's Interest Expense Can Be "Investment Interest": February 20, 2008 - Volume 2 Issue 48 Print Report; Certain limits are imposed on a non-corporate taxpayer's ability to deduct interest expense. Thus, such a taxpayer is not entitled to a tax deduction for personal int...

Will the Inverness Convertible Preferred Stock Be "Sec. 306" Stock?: February 19, 2008 - Volume 2 Issue 46 Print Report; We now know that the deal in which Inverness Medical Innovations, Inc. (I)will be acquiring Matria Healthcare, Inc. (M) is intended to qualify as a tax-free reorganiz...

Attention to Detail Produces Favorable Tax Outcome: February 18, 2008 - Volume 2 Issue 45 Print Report; One of the failings. in the view of many observers, of our tax system, in addition to its mind-numbing complexity, is the fact that, in many cases, the manner in which a...

Clear Channel Deal On the Brink of Completion: February 14, 2008 - Volume 2 Issue 40 Print Report; The ground-breaking Clear Channel Communications (CCU) buy-out is finallynearing completion. On February 13, 2008the last regulatory hurdle was cleared as the...

Inverness/Matria--Merger Agreement Provides New Information: February 6, 2008 - Volume 2 Issue 30 Print Report; The information contained in the press release describing the merger agreement entered into by Inverness Medical Innovations, Inc. and Matria Healthcare, Inc. was, as it...

Preliminary Observations on Microsoft/Yahoo!: February 1, 2008 - Volume 2 Issue 24 Print Report; The press release describing Microsoft's (MSFT) stunning proposal to the Board of Directors of Yahoo! (YHOO) "to acquire all the outstanding shares of YHOO common st...

Inverness and Matria Announce a Merger: January 29, 2008 - Volume 2 Issue 20 Print Report; Inverness Medical Innovations (IMA) and Matria Healthcare, Inc. (MATR) announced, onJanuary 28, 2007, that they have entered into a definitive agreement pursuant to w...

Mergers of Mutual Organizations: January 28, 2008 - Volume 2 Issue 19 Print Report; Where mutual organizations--those entitiesthat are owned by their "members"; the policyholders in the case of a mutual insurance company and the share acc...

Cypress Semiconductor and SunPower—Re-Visiting A Spin-Off: January 20, 2008 - Volume 2 Issue 12 Print Report; Cypress Semiconductor Corp. (CY) owns all of the Class B shares of SunPower Corp. (S). These shares represent approximately 90 percent of the total combined voting power...

Bank of America/Countrywide Financial Corporation—A Forward Merger Is Planned: January 18, 2008 - Volume 2 Issue 11 Print Report; The merger agreement, in connection with which Bank of America (BAC) and Countrywide Financial Corporation (CFC) will be combined, has been published and it reveals the format...

"Economic Substance" Doctrine Denies Tax Benefits the Tax Code Would Otherwise Afford: January 7, 2008 - Volume 2 Issue 1 Print Report; Perhaps the most difficult question tax advisers confront is the issue of when, if ever, a taxpayer who has scrupulously complied with the literal terms of a tax code provision...

Post-Merger Dividends Are Not “Boot”: December 30, 2007 - Volume 1 Issue 13 Print Report; Where distributions are made by an acquired corporation to its shareholders or by the acquiring corporation, following the business combination, to all of its shareholders, inc...

SonomaWest Holdings, Inc. Will Not Pursue a "Downstream" Merger: December 24, 2007 - Volume 1 Issue 7 Print Report; SonomaWest Holdings, Inc. (SWHI) is a corporation which, by its own admission, is in danger of becoming, within the meaning of the Investment Company Act of 1940, an "inad...

Ingersoll-Rand Will Acquire Trane, Inc. For Approximately $10.1 billion: December 18, 2007 - Volume 1 Issue 6 Print Report; Ingersoll-Rand (IR) is an "inverted" corporation. Thus, the U.S. entity is a subsidiary of a Bermuda corporation the initial shareholders of which were th...

FASB Introduces the “Acquisition Method” with Respect to Business Combinations: December 8, 2007 - Volume 1 Issue 1 Print Report; The accounting for business combinations has undergone some radical changes over the recent past. Thus, in 2001, The Financial Accounting Standards Board (FASB) decided t...

"Mutually Exclusive" Transactions: December 8, 2007 - Volume 1 Issue 2 Print Report; The ability to deduct costs incurred in connection with abandoned transactions depends, largely, upon whether the abandoned transaction and the transaction in which the taxpay...

1620 Results for merger

"Robert Willens LLC is neither a registered investment advisor nor a broker/dealer. Subscribers and/or readers are advised that the information contained in The Willens Report is not to be construed or relied upon as investment, tax planning, accounting and/or legal advice, nor is it to be construed in any way as a recommendation to buy, hold or sell (short or otherwise) any security or any other form of investment. All opinions, analyses and information contained herein is based upon sources believed to be reliable and is written in good faith, but no representation or warranty of any kind, express or implied, is made herein concerning any investment, tax, accounting and/or legal matter or the accuracy, completeness, correctness, timeliness and/or appropriateness of any of the information contained herein. Subscribers and/or readers are further advised that the Company does not necessarily update the information and/or opinions set forth in this and/or any subsequent edition of The Willens Report or any version thereof. Readers are urged to consult with their own independent professional advisors with respect to any matter analyzed herein. All information contained herein and/or this website should be independently verified."

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