Extract to table
Pull the structured facts out of a document: parties, dates, amounts, obligations.
Extract to table / section-355-analysis-memo-first-draft.docx
section-355-analysis-memo-first-draft.docx
Parties
Harkness LLP
Harrowgate Capital Advisors LLC
Capital Partners IV GP LLC
Harrowgate Veldran Holdings LLC
Distributing Corp
Controlled Corp
Prescott Capital Management LP
Associates LLC
Dates
May 20, 2022
June 7, 2019
September 20, 2019
March 14, 2019
December 31, 2021
February 12, 2003
June 10, 2022
June 1, 2022
Amounts
$125.3
$189.5
$6.8
$2.34
$418
$1.52
$285
$820
$133
$1.1
Obligations
This memorandum sets forth our comprehensive preliminary analysis of the proposed transaction under Internal Revenue Code ("IRC" or "Code") §§ 355 and 368(a)(1)(D) and identifies the principal legal and factual issues that must be resolved before a tax opinion can be issued
Both the Contribution and the Distribution must independently qualify under the applicable Code provisions in order for the overall transaction to receive tax-free treatment
Enumeration of Requirements The following requirements must each be satisfied in order for the proposed Spin-Off to receive tax-free treatment under §§ 355 and 368(a)(1)(D)
The Distribution must not be used principally as a "device" for the distribution of the earnings and profits of Distributing, Controlled, or both
The Distribution must be motivated, in whole or substantial part, by one or more real and substantial non-federal-tax corporate business purposes
One or more persons who, directly or indirectly, were owners of the enterprise prior to the Distribution must maintain a continuing interest in the modified corporate form(s) after the Distribution