Corporate separation receives tax-free reorganization rulings

Plain-English summary

A publicly traded corporate group proposed a multistep restructuring to separate two businesses, followed by an initial public offering and either a spin-off or split-off of the controlled company. The plan included domestic and foreign internal distributions, transfers of assets and subsidiaries, new debt at the controlled company, and use of cash proceeds to repurchase parent stock or repay group debt. The IRS ruled that an earlier foreign partnership termination would not disqualify the relied-on active businesses and that the contribution and distribution would qualify as a section 368(a)(1)(D) reorganization with the specified nonrecognition, basis, holding-period, earnings-and-profits, and consolidated-return consequences. The IRS did not determine whether the distribution satisfied the business-purpose and anti-device rules or whether it was part of a prohibited 50-percent acquisition plan.

Ruling snapshot

• Question: Would the proposed corporate separation and related internal steps receive the requested tax-free reorganization and section 355 treatment?
• Outcome: Approved for the 15 specified rulings, subject to the submitted facts and representations.
• Key authorities: IRC §§ 302, 355, 358, 361, 362, 368, 1032, 1223, and 1504; Treas. Reg. §§ 1.355-2, 1.355-7, and 1.355-8T.

Full text (IRS public release)

Internal Revenue Service Department of the Treasury
Washington, DC 20224

Number: 201948001 Third Party Communication: None
Release Date: 11/29/2019 Date of Communication: Not Applicable
Index Number: 355.00-00, 355.01-00,
355.03-00 Person To Contact:
---------------------------, ID No. ---------------
---------------- ----------------
--------------------------------------------------- Telephone Number:
------------------------------------ --------------------
------------------------------------------------ Refer Reply To:
------------------------------------- CC:CORP:1
PLR-134289-18
Date:
August 30, 2019

Legend

Distributing Parent = ------------------------------

External Controlled = ------------------------------------------------------

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Distributing 1 = ------------------------------------------

Distributing 2 = -------------------------------

Distributing 3 = -----------------------------------------------------------------------
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Distributing 4 = ---------------------------

Distributing 5 = ----------------------------------------------------
PLR-134289-18 2

-------------------------------------------------------------------------------------------

Distributing 6 = -----------------------------------------------------------------------
----------------

Controlled 1 = ------------------------------

Controlled 2 = --------------------------------

Controlled 3 = --------------------------------------------

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Controlled 4 = -----------------------------------

Sub 1 = -----------------------

Sub 2 = --------------------------------------

Sub 3 = -----------------------------------------------------------------------
------------------

Sub 4 = -----------------------------------

Sub 5 = ---------------------------------------

PLR-134289-18 3

FSub 1 = ----------------------------------

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FSub 2 = ----------------------------------

FSub 3 = ------------------------------

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FSub 4 = -----------------------------------------------------------------------
------------

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FSub 5 = -------------------------------------

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FSub 6 = -----------------------------

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Foreign Partnership = -------------------------------------

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State A = ------------

State B = -------------

Country A = ------------

Country B = ----------------
PLR-134289-18 4

Year 1 = ------

Date 1 = -----------------------

a = ---

b = ------

c = -------

d = ------

e = ----

f = ---

g = ---

h = --

i = -------

j = -------

k = ---

l = -----

m = ------

n = ---

o = ---

p = ------

q = --

Business A = ----------------------------------------------

Business B = ---------------------------
PLR-134289-18 5

Distributing Parent Debt A = ------------------------------------------------------------------------
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------------------------------------------------------------

Distributing Parent Debt B = ------------------------------------------------------------------------
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------------------------------------------------------------

Sub 1 Debt = ------------------------------------------------------------------------
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---------------------------

FSub 2 Debt = ------------------------------------------------------------------------
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---------------------------

FSub 2 Commercial Paper = ------------------------------------------------------------------------
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------------------------------------------------

Dear --------------:

This letter responds to your letter dated November 21, 2018, submitted on behalf of
Distributing Parent, requesting rulings on certain Federal income tax consequences of a
series of transactions (the “Proposed Transaction”). The material information submitted
in that request and subsequent correspondence is summarized below.

This letter is issued pursuant to Rev. Proc. 2017-52, 2017-41 I.R.B. 283, as amplified
and modified by Rev. Proc. 2018-53, 2018-43 I.R.B. 667, regarding one or more
“Covered Transactions” under section 355 and/or section 368 of the Internal Revenue
Code (the “Code”) and pursuant to section 6.03(2) of Rev. Proc. 2018-1, 2018-1 I.R.B.
1, regarding one or more significant issues under section 355 of the Code. The rulings
contained in this letter are based on facts and representations submitted by the
taxpayer and accompanied by a penalties of perjury statement executed by an
appropriate party. This office has not verified any of the materials submitted in support
PLR-134289-18 6

of the request for rulings. Verification of the information, representations, and other data
may be required as part of the audit process.

This office has made no determination regarding whether the Distribution (as defined
below): (i) satisfies the business purpose requirement of Treas. Reg. § 1.355-2(b); (ii) is
used principally as a device for the distribution of the earnings and profits of the
distributing corporation or the controlled corporation or both (see section 355(a)(1)(B)
and Treas. Reg. § 1.355-2(d)); or (iii) is part of a plan (or series of related transactions)
pursuant to which one or more persons will acquire directly or indirectly stock
representing a 50-percent or greater interest in the distributing corporation or the
controlled corporation, or any predecessor or successor of the distributing corporation
or the controlled corporation, within the meaning of Treas. Reg. § 1.355-8T (see
section 355(e)(2)(A)(ii) and Treas. Reg. § 1.355-7).

                                Summary of Facts

Distributing Parent, a State A corporation, is the common parent of a consolidated
group (within the meaning of Treas. Reg. § 1.1502-1(h)) and the parent company of a
worldwide group of foreign and domestic entities (the “Distributing Parent Worldwide
Group”). Distributing Parent’s stock is publicly traded and widely held. Except as
described below, each entity is treated as a corporation for Federal income tax
purposes.

Distributing Parent owns directly all of the stock of Distributing 4 and External
Controlled, each a State A corporation. Distributing 4 owns directly all of the stock of
Sub 1, a State B corporation, all of the interests in FSub 2, a Country B entity, and
Controlled 4, a State A limited liability company. Distributing 4 owns, directly and
indirectly, all of stock of Distributing 3 and Distributing 6, both State A corporations, and
indirectly owns all of the stock of Sub 2, a State A corporation.

Distributing 3 owns all of the interests in FSub 3, a Country B entity treated as
disregarded for Federal income tax purposes.

Distributing 6 owns all of the interests in Sub 5, a State A limited liability company
disregarded for Federal income tax purposes. Sub 5 owns all of the interests in
Distributing 5, a Country A entity. In turn, Distributing 5 owns all of the interests in
Controlled 3 and FSub 4, each a Country A entity treated as disregarded for Federal
income tax purposes. Controlled 3 owns all of the interests in FSub 6, a Country A entity
treated as disregarded for Federal income tax purposes. FSub 4 owns all of the
interests in FSub 5, a Country A entity.

FSub 3 owns approximately a% of the stock of Sub 3, a State A corporation. Other
members of the Distributing Parent Worldwide Group own the remaining stock of Sub 3.
PLR-134289-18 7

Sub 3 owns b% of the stock of Distributing 2, a State A corporation. In turn, Distributing
2 owns all of the interests in Controlled 2, a State A limited liability company. Sub 3
owns c% of the stock of Distributing 1, a State A corporation. In turn, Distributing 1 owns
all of the interests in Controlled 1, a State A limited liability company. The remaining d%
of the stock of Distributing 1 is owned by Sub 2. Sub 3 also owns all of the stock of Sub
4, a State A corporation.

FSub 3 owns approximately e% of the stock of Distributing 2, a State A corporation.
Other members of the Distributing Parent Worldwide Group own the remaining stock of
Distributing 2.

Continuing Arrangements

In connection with the Proposed Transaction, Distributing Parent and External
Controlled will enter into certain financial, intellectual property, and other arrangements
that will continue after the completion of the Proposed Transaction, as well as
customary agreements to effect an orderly transition of External Controlled to a
standalone public company (the “Continuing Arrangements”).

The Continuing Arrangements will also include other customary agreements, including a
separation and distribution agreement, a transition services agreement, a tax matters
agreement, and an employee matters agreement. All of the Continuing Arrangements
will be based on arm’s-length terms and conditions, including arm’s-length pricing,
except for certain arrangements that may be priced at cost or cost-plus for up to f
months.

Distributing Parent Worldwide Group Debt

The Distributing Parent Worldwide Group has several outstanding tranches of publicly-
held debt, including Distributing Parent Debt A, Distributing Parent Debt B, Sub 1 Debt,
and FSub 2 Debt. The Distributing Parent Worldwide Group also funds its short-term
liquidity needs through issuance of commercial paper, including the FSub 2 Commercial
Paper (the Distributing Parent Debt A, Distributing Parent Debt B, Sub 1 Debt, FSub 2
Debt, and the FSub 2 Commercial Paper collectively, the “Distributing Parent Worldwide
Group Debt”).

Active Trade or Business

For purposes of satisfying the active trade or business requirements of section 355(b)
with respect to the Distribution, Distributing Parent and the members of its “separate
affiliated group” as defined in section 355(b)(3)(B) rely on Business A, and External
Controlled and the members of its “separate affiliated group” as defined in section
355(b)(3)(B) rely on Business B. Financial information has been submitted in
accordance with Rev. Proc. 2017-52 indicating that each of Business A and Business B
PLR-134289-18 8

has had gross receipts and operating expenses representing the active conduct of a
trade or business for each of the past five years.

The Foreign Partnership Termination

In Year 1, the Distributing Parent Worldwide Group undertook certain transactions (the
“Foreign Partnership Termination”) involving Foreign Partnership that are relevant to the
Federal income tax consequences of certain transactions to be undertaken in
connection with the Distribution.

At the time of the Foreign Partnership Termination, Distributing 6 owned all of the stock
of Sub 5. In turn, Sub 5 owned all of the interests in Distributing 5 and FSub 1, each a
Country A entity. Distributing 5 and FSub 1 owned a g% and h% interest, respectively,
in Foreign Partnership. Foreign Partnership owned (i) approximately i% of the value and
approximately j% of the voting power of the stock of Sub 3 which indirectly owned k% of
the outstanding stock of Distributing 1, (ii) l% of the interests in certain foreign entities
(the “Country A Subsidiaries”) that were treated as owning m% of the value of the stock
of Sub 3 and (iii) l% of the interests in FSub 5, a Country A entity. Some of Foreign
Partnership’s Country A Subsidiaries stock was acquired within the Five-Year Period
(defined below) by reason of distributions of equity in transactions governed by section
305(a).

In the Foreign Partnership Termination, the following occurred:

(i) Distributing 6 transferred all of the interests in FSub 1 to Distributing 5 (the
“FSub 1 Contribution”), and
(ii) FSub 1 elected to be treated as a disregarded entity for Federal income tax
purposes in a transaction intended to qualify as a reorganization described in
section 368(a)(1)(D) (the “FSub 1 Election” and, together with the FSub 1
Contribution the “FSub 1 Reorganization”). The FSub 1 Reorganization
resulted in the termination of the Foreign Partnership for Federal income tax
purposes.
Proposed Transaction
For what are represented to be valid business purposes, Distributing Parent proposes to
engage in the following transaction to separate Business A from Business B, the steps
of which may occur in a different order than described below:

(i) Sub 3 will merge into Distributing 2, with Distributing 2 surviving.

(ii) Distributing 1 will contribute certain assets to Controlled 1 in exchange for
more than n% of the only class of the stock of Controlled 1.
PLR-134289-18 9

(iii) Distributing 2 will contribute all of the stock of Sub 4 to Controlled 1 in
exchange for less than o% of the only class of stock of Controlled 1.

(iv) Distributing 1 will distribute all of its stock of Controlled 1 to (a) Sub 2 in
complete redemption of Distributing 1 stock held by Sub 2 and (b)
Distributing 2 in redemption of a portion of the Distributing 1 stock held by
Distributing 2 in a transaction that is intended to qualify under section 355
with respect to which Distributing 1 will rely on the business conducted by
Distributing 1 in order to satisfy the requirements of section 355(b) (steps (ii),
(iii) and (iv) together, the “First Internal Domestic Distribution”).

(v) Distributing 2 will contribute all of the stock of Distributing 1 and certain other
assets to Controlled 2, a newly formed State A limited liability company
treated as a corporation for Federal income tax purposes.

(vi) Distributing 2 will distribute the stock of Controlled 2 to Distributing 3 in a
transaction that is intended to qualify under section 355 with respect to which
Controlled 2 will rely on the business conducted by Distributing 1 in order to
satisfy the requirements of section 355(b) (steps (v) and (vi) together, the
“Second Internal Domestic Distribution”).

(vii) Distributing 3 will contribute certain assets to Controlled 2.

(viii) Distributing 3 will distribute the stock of Controlled 2 to Distributing 4 in
redemption of a portion of stock held by Distributing 4 in a transaction that is
intended to qualify under section 355 with respect to which Controlled 2 will
rely on the business conducted by Distributing 1 in order to satisfy the
requirements of section 355(b) (steps (vii) and (viii) together, the “Third
Internal Domestic Distribution”).

(ix) On Date 1, FSub 5 elected to be treated as a disregarded entity for Federal
income tax purposes.

(x) FSub 5 will demerge pursuant to Country A law, as a result of which FSub 6
will receive certain assets held by FSub 5 at the time of the Foreign
Partnership Termination.

(xi) Controlled 3 will elect to be treated as a corporation for Federal income tax
purposes.

(xii) Distributing 5 will distribute the stock of Controlled 3 to Distributing 6 in a
transaction that is intended to qualify under section 355 with respect to which
Controlled 3 will rely on a business conducted by FSub 5 at the time of the
Foreign Partnership Termination in order to satisfy the requirements of
PLR-134289-18 10

       section 355(b) (steps (xi) and (xii) together, the “First Internal Foreign
       Distribution”).

(xiii) Distributing 6 will distribute the stock of Controlled 3 to Distributing 4 in a
transaction that is intended to qualify under section 355 with respect to which
Controlled 3 will rely on a business conducted by FSub 5 at the time of the
Foreign Partnership Termination in order to satisfy the requirements of
section 355(b) (the “Second Internal Foreign Distribution”).

(xiv) Distributing 4 will contribute interests in certain subsidiaries, including the
interests in Controlled 2, to Controlled 4.

(xv) Controlled 4 will elect to be treated as a corporation for Federal income tax
purposes.

(xvi) Distributing 4 will distribute the interests in Controlled 4 to Distributing Parent
in a transaction intended to qualify under section 355 with respect to which
Controlled 4 will rely on the business conducted by Distributing 1 in order to
satisfy the requirements of section 355(b) (steps (xv) and (xvi) together, the
“Fourth Internal Domestic Distribution”).

(xvii) External Controlled will incur third-party debt financing through a combination
of bonds and/or term loans (the “Permanent Debt”), and/or a short-term
bridge loan (the “Bridge Loan,” and together with the Permanent Debt, the
“External Controlled Debt”). The Bridge Loan, if entered into, may be
guaranteed by Distributing Parent, but any guarantees will terminate no later
than the completion of the Distribution.

(xviii) Distributing Parent will transfer all of the interests in Controlled 4, certain
other Business B assets, and intercompany receivables to External Controlled
in exchange for (a) shares of External Controlled common stock, (b) the cash
proceeds of the External Controlled Debt (the “Debt Cash Proceeds”), (c) the
IPO Cash Proceeds (as defined in step (xix) below, together with the Debt
Cash Proceeds, the “Cash Proceeds”), and (d) the assumption by External
Controlled of any liabilities of Distributing Parent that are related to Business
B (the transfers described in this step (xviii) are collectively the
“Contribution”).

(xix) External Controlled will issue shares of External Controlled stock representing
no more than p% of the value of External Controlled in a public offering (the
“IPO”). External Controlled will transfer the cash proceeds received in the IPO
(the “IPO Cash Proceeds”) to Distributing Parent as part of the consideration
for the Contribution.
PLR-134289-18 11

(xx) Pending the use of the Cash Proceeds in the Cash Boot Purge (defined in
step (xxii) below), the Cash Proceeds will be held by Distributing Parent in a
segregated bank account.

(xxi) Approximately q months after the IPO, Distributing Parent will either (a)
distribute all of the External Controlled stock owned by Distributing Parent pro
rata to its common shareholders (the “Spin Off”) or (b) offer to its common
shareholders the External Controlled stock in exchange for Distributing Parent
stock (the “Split-Off”) and, if necessary, distribute as soon as possible after
the closing of the Split-Off any remaining External Controlled stock owned by
Distributing Parent pro rata to its common shareholders in a “clean up” spin
off (the “Clean-Up Spin”). The Spin Off or the Split-Off and the Clean-Up
Spin, as the case may be, are referred herein as the “Distribution.”

(xxii) Following the IPO and no later than q months after the Distribution,
Distributing Parent will use the Cash Proceeds to (a) repurchase common
stock of Distributing Parent, (b)(1) repay Distributing Parent Debt A, or
Distributing Parent Debt B, (2) contribute a portion of the Cash Proceeds to
Sub 1 to allow Sub 1 to repay the Sub 1 Debt, or (3) contribute a portion of
the Cash Proceeds to FSub 2 to allow FSub 2 to repay the FSub Debt and/or
a portion of the FSub 2 Commercial Paper (collectively, the “Distributing
Parent Group Purged Debt”), or (c) some combination thereof (all such uses
of the Cash Proceeds, the “Cash Boot Purge,” and the Cash Boot Purge
together with the Contribution and Distribution, the “Reorganization”).

                                Representations

Distributing Parent has made the following representations relating to the Foreign
Partnership Termination:

(a) The FSub 1 Reorganization qualified as a reorganization described in section
368(a)(1)(D).

(b) Neither Distributing 5 nor FSub 1 acquired its interest in Foreign Partnership
during the five-year period preceding the First Internal Domestic Distribution, the
Second Internal Domestic Distribution, the Third Internal Domestic Distribution,
the Fourth Internal Domestic Distribution, the First Internal Foreign Distribution,
or the Second Internal Foreign Distribution (the “Five-Year Period”) in a
transaction in which gain or loss was recognized for Federal income tax
purposes, in whole or in part.

(c) Foreign Partnership did not acquire any stock in Distributing 1 in the Five-Year
Period.

(d) Foreign Partnership did not acquire any stock in FSub 5 in the Five-Year Period.
PLR-134289-18 12

(e) At the time of the Foreign Partnership Termination, Sub 3 owned k% of the
outstanding stock of Distributing 1.

(f) No gain or loss was recognized as a result of the Foreign Partnership
Termination.

Distributing Parent has made the following representations with respect to the Proposed
Transaction:

With respect to the Distribution, except as set forth below, Distributing Parent has made
all of the representations in section 3 of the Appendix to Rev. Proc. 2017-52.

(g) Distributing Parent has made the following alternative representations set forth in
section 3 of the Appendix to Rev. Proc. 2017-52, as of immediately prior to the
Distribution: Representations 3(a); 11(a); 15(a); 22(a); 31(a); 41(a).

(h) Distributing Parent has not made the following representations, which do not
apply to the Proposed Transaction: Representations 20; 24; 25; 39; 40.

(i) Distributing Parent has made Representation 6 only with respect to the Spin Off
and any Clean-Up Spin, and Representation 7 only with respect to the Split-Off.

(j) Distributing Parent has made Representation 19 only with respect to Cash
Proceeds used to repurchase common stock of Distributing Parent in the Cash
Boot Purge.

(k) Distributing Parent has made the following modified representations:

  Representation 2: In the Distribution, Distributing Parent will distribute on the
  same day all of the stock and securities of External Controlled that it holds
  immediately before the Distribution; provided that if the Split-Off is
  undersubscribed, the Clean-Up Spin with respect to such Split-Off will occur as
  promptly as practical after such Split-Off taking into account applicable stock
  exchange and clearing agency requirements.

  Representation 5: None of the stock or securities of External Controlled or other
  property to be distributed in the Distribution will be received in any capacity other
  than that of a shareholder of Distributing Parent; provided that Distributing Parent
  may transfer Cash Proceeds to holders of Distributing Parent Group Purged Debt
  in the Cash Boot Purge.

  Representation 8: Distributing Parent has securities outstanding, but it will not
  distribute stock or securities of External Controlled or other property to any holder
  of such securities in the Distribution in satisfaction thereof; provided that

PLR-134289-18 13

  Distributing Parent may transfer Cash Proceeds to holders of Distributing Group
  Purged Debt that qualifies as a security in the Cash Boot Purge.

  Representation 29: Provided that the Distribution will be treated as being made to
  all common shareholders of Distributing Parent on a pro rata basis in the event of
  a Split-Off, stock representing a 50-percent or greater interest (within the
  meaning of section 355(d)(4)) in Distributing Parent or External Controlled
  (including a predecessor or successor within the meaning of Treas. Reg. §
  1.355-8T (or successor regulations)) will not be acquired by any person or
  persons in a plan or series of related transactions (within the meaning of Treas.
  Reg. § 1.355-7) that includes the Distribution.


  Representation 32: No intercorporate debt will exist between Distributing Parent
  and External Controlled (and their respective affiliates, as applicable) at the time
  of, or subsequent to, the Distribution, except for ordinary course receivables and
  payables arising by reasons of the Continuing Arrangements.

  Representation 33: Payments made in connection with all continuing
  transactions, if any, between Distributing Parent and External Controlled after the
  Distribution will be on arm’s-length terms, except as contemplated by the
  Continuing Arrangements that are transitional in nature and the terms of which
  will last no longer than f months after the Distribution.

  Representation 46: Other than in connection with the IPO, External Controlled
  will not issue stock or securities to any person other than Distributing Parent in
  connection with the Reorganization.

In addition, except as set forth below, Distributing Parent has made all the
representations set forth in section 3.04 of Rev. Proc. 2018-53.

(l) Distributing Parent has made the following modified representations:

  Representation 1: Each of Distributing Parent, Sub 1, and FSub 2 is in substance
  the obligor of each Distributing Parent Group Purged Debt owed by it that will be
  assumed or satisfied.

  Representation 4: Members of the Distributing Parent Worldwide Group incurred
  the Distributing Parent Group Purged Debt that will be assumed or satisfied (i)(A)
  before the date hereof and (B) no later than 60 days before the earliest of the
  following dates (x) the date of the first public announcement (as defined in Treas.
  Reg. § 1.355-7(h)(10)) of the Distribution or a similar transaction, (y) the date of
  the entry by Distributing Parent into a binding agreement to engage in the
  Distribution or a similar transaction and (z) the date of approval of the Distribution
  or a similar transaction by the Distributing Parent board of directors, or (ii) on a

PLR-134289-18 14

  date later than any such date described in clause (i) and the proceeds of such
  Distributing Parent Group Purged Debt were used to repay Distributing Parent
  Worldwide Group debt incurred prior to the relevant date described in clause (i)
  (“Distributing Parent Refinancing Debt”) or were used to repay or refinance
  (including through successive refinancing) Distributing Parent Refinancing Debt.

                                     Rulings

Based solely on the information submitted and representation made, we rule as follows:

(1) The indirect acquisition by Distributing 5 of Distributing 1 and FSub 5 in the
Foreign Partnership Termination will not preclude, under section 355(b)(2)(D),
the business conducted by Distributing 1 or FSub 5, respectively, from qualifying
as an active trade or business within the meaning of section 355(b) for purposes
of the First Internal Domestic Distribution, the Second Internal Domestic
Distribution, the Third Internal Domestic Distribution, the Fourth Internal
Domestic Distribution, the First Internal Foreign Distribution, or the Second
Internal Foreign Distribution.

(2) The Contribution, together with the Distribution, will be a “reorganization” within
the meaning of section 368(a)(1)(D). Distributing Parent and External Controlled
will be each “a party to a reorganization” within the meaning of section 368(b).

(3) Distributing Parent will recognize no gain or loss on the Contribution. Sections
361(a), 361(b), and 357(a).

(4) External Controlled will recognize no gain or loss on the Contribution. Section
1032(a).

(5) External Controlled’s basis in each asset received from Distributing Parent in the
Contribution will be the same as the basis of the asset in the hands of
Distributing Parent immediately before the Contribution. Section 362(b).

(6) External Controlled’s holding period in each asset received from Distributing
Parent in the Contribution will include the period during which Distributing Parent
held such asset. Section 1223(2).

(7) Distributing Parent will recognize no gain or loss upon the Distribution. Section
361(c).

(8) Distributing Parent shareholders will recognize no gain or loss (and no amount
will be includible in income) upon the receipt of External Controlled stock in the
Distribution. Section 355(a)(1).
PLR-134289-18 15

(9) To the extent the Distribution is effected as a Split-Off, the Distribution will be
treated as being made to all common shareholders of Distributing Parent on a
pro rata basis for purposes of applying section 355(e) to the Distribution.

(10) To the extent the Distribution is effected as a Split-Off, the aggregate basis of
the External Controlled stock received by each Distributing Parent shareholder in
the Split-Off (including any fractional share interest in External Controlled stock to
which the shareholder may be entitled) will be the same as the shareholder’s
aggregate basis in the Distributing Parent stock surrendered in exchange
therefor. Section 358(a)(1); Treas. Reg. §§ 1.358-1(a) and 2(a)(2).To the extent
the Distribution is effected as a Spin Off, the aggregate basis of the Distributing
Parent stock and the External Controlled stock in the hands of Distributing
Parent’s public shareholders immediately after the Spin Off will be the same as
the aggregate basis of Distributing Parent stock held by such Distributing Parent
shareholder immediately before the Distribution. Section 358(a). Such basis will
be allocated between Distributing Parent stock and External Controlled stock in
proportion to the fair market value of each in accordance with Treas. Reg. §
1.358-2(a)(2) and section 358(b)(2) and (c).

(11)The holding period of External Controlled stock received by Distributing Parent’s
public shareholders in the Distribution (including any fractional share interest in
External Controlled to which public shareholders may by entitled) will include the
holding period of the Distributing Parent stock with respect to which the
Distribution is made, provided that such Distributing Parent stock is held as a
capital asset on the date of the Distribution. Section 1223(1).

(12)Earnings and profits will be allocated between Distributing Parent and External
Controlled in accordance with section 312(h) and Treas. Reg. §§ 1.312-10(a) and
1.1502-33(e)(3).

(13)A shareholder who receives cash in lieu of fractional shares of External
Controlled stock and/or Distributing Parent stock (in the event of the Split-Off) will
recognize gain or loss measured by the difference between the basis of such
fractional share interest and the amount of cash received thereof. Section 302(a).
Provided the factional share interest is a capital asset in the hands of the
shareholder on the date of the Spin Off or Split-Off any gain or loss will be capital
gain or loss. Sections 1221 and 1222.

(14)Immediately following the Distribution, External Controlled will not be a
successor of Distributing Parent for purposes of section 1504(a)(3). Therefore,
External Controlled and its direct and indirect subsidiaries that are “includible
corporations” under section 1504(b) and satisfy the ownership requirements of
section 1504(a)(2) will be members of an affiliated group of corporations entitled
to file a consolidated Federal income tax return with External Controlled as the
common parent.
PLR-134289-18 16

(15)Except for purposes of section 355(g), any payments made between any of
Distributing Parent and External Controlled and their respective affiliates under
any of the Continuing Arrangements regarding liabilities, indemnities, or other
obligations, that (i) have arisen or will arise for a taxable period ending on or
before the Distribution or for taxable year beginning before and ending after the
Distribution and (ii) will not become fixed and ascertainable until after the
Distribution, will be viewed as occurring immediately before the Distribution. See
Arrowsmith v. Commissioner, 344 U.S. 6 (1952) and Rev. Rul. 83-73, 1983-1
C.B. 84.

                                      Caveats

Except as expressly provided herein, no opinion is expressed or implied concerning the
tax treatment of the Proposed Transaction or the Foreign Partnership Termination under
other provisions of the Code or regulations or the tax treatment of any condition existing
at the time of, or effects resulting from the Proposed Transaction that is not specifically
covered by the above rulings.

                              Procedural Statements

The ruling is directed only to the taxpayer requesting it. Section 6110(k)(3) of the Code
provides that it may not be sued or cited as precedent.

A copy of this letter must be attached to any income tax return to which it is relevant.
Alternatively, taxpayers filing their returns electronically may satisfy this requirement by
attaching a statement to their returns that provides the date on and control number
(PLR-134289-18) of the letter ruling.

Pursuant to a power of attorney on file with this office, a copy of this letter is being sent
to your authorized representative.

                                    Sincerely,


                                    ______________________________
                                    William W. Burhop
                                    Senior Technician Reviewer, Branch 5
                                    Office of Associate Chief Counsel
                                    (Corporate)