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10/14/95 - Advised co-author that letter reflects position of Premerger Office concerning realty purchases by REITs which have not yet qualified with IRS. Noted that should REIT fail to qualify the...

10/13/95 - Advised writer’s phone mail that letter was correct in its statement of how the PMN Office presently views formation of LLC’s. RBSmith

10/13/95 - Advised writer that it is the view of the PMN Office that the transaction described would be exempt under 802.10. Letter 236 in 1991 ABA book notes that creation of a new shell holding...

10/11/95 - Advised writer that filing as an 801.40 formation was inappropriate in this fact setting. While Company A is being merged in a sub of Newco Company B remains inexistence as a contributor to...

10/5/95. Called writer. He confirmed that none of the listed entities controlled any other entities. Fair market value of Partnership assets is not book value and has been determined without...

10/4/95 - Left phone mail message for writer that I agreed with his conclusion. (Noted, however, that I was not addressing the issue of potential HSR reportability for the two licenses presently held...

See File # 9510002

Entering into a contract which will be assigned to a third person, does not require an HSR filing, since it is not an acquisition. Other points discussed in letter are correct. They relate to size...

Advised the requestor that the change in structure does not alter the advice previously given. The transaction is still exempt under 802.40. Although the contributor in question is contributing...

Does Intermediary get beneficial ownership at any time? No Intermediary is not acquiring anything. The acquisition by purchaser (a REIT) is exempt under 802.1 or C-1. Talked to (redacted) 9/22/95