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Called (redacted) 7-15-92; I disagree - not exempt under 802.20(b) - you “live or die” by your last annual income statement; Richard Smith concurs

OK--TFH, 7/13/92

7/1/92 advised (redacted) that transaction is non-reportable as long as financials were within 15 months of closing, which he said they would be. Also, he advised that fair market value of assets was...

I concur; see Practice Manual #321 and SBP, 43 Fed.Reg. 33532 (1978)

Underlying facts indicate that beneficial ownership has not passed to B; the loan is not the purchase of assets.

1) the “continuum theory” does not apply because of the potential time gap in the acquisition by the intermediary 2) Is the intermediary acting as an agent? 3) This is not the view of the �鶹��ý...

This letter is correct. I concur. Richard Smith concurs.

None

None

Included within letter

None

None

None

6/18/92 Advised (redacted) that his letter accurately reflects the present view of the PMN Office regarding real estate purchases by REITs governed by the applicable IRS regulations.

6/8/92 - called (redacted) and advised that, based on the fact scenario outlined above, B would not control X through the holding of voting stock but rather pursuant to a stockholders' agreement...

Grant of an exclusive license for a specific product use and limited in time and geographic scope is the transfer of an asset and subject to the HSR Act. Product, time and geographic limitations go to...

When assets being acquired constitute an entire entity, division or operating business, Items 5(a), 5(b)(i) and 5(b)(iii) should be completed assuming such data is transferred to the acquiring person...

Debt securities are not assets

Acquisition of less than 100% of partnership interests is not reportable event. The .5%which remains outstanding was created when the partnership was originally formed and then sold to a 3rd person to...