internal_revenue_service number release date index number ---------------------------------------------- ------------------------------- ----------------------------------------------- -------------------------------- department of the treasury washington dc third party communication none date of communication not applicable_person to contact -------------------- id no ------------- telephone number --------------------- refer reply to cc corp plr-112185-09 date may legend distributing controlled controlled sub sub sub sub sub --------------------------------------------------------------- ---------------------------------------------------------------------- -------------- --------------------------------------------------------- ------------------------ ------------------------------------------------------------- ---------------------------- -------------------------------------------------------------- ---------------------------------------------------------------------- ------------------- ------------------------------------------------------------- ------------------------ ---------------------------------------------------------------------- ---------------------------------------------------------------------- --------------------------------------------------------------------- ------------------------ ------------------------------------------------- ---------------------------------------------------------------------- -------------------------------------- ------------------------------------- ---------------------------------------------------------------------- plr-112185-09 sub dre dre dre dre partnership business a companies business a business b business c cash amount equipment of business b contracts country z ------------------------------------- --------------------------------------------------------- ---------------------------------------------------------------------- -------------------------------------------- -------------------------------------------------- ------------------------------------------------ ------------------------------------ ------------------------------------------------ ------------------------------ ------------------------------------------------ ----------------------------- ------------------------------------------------ ------------------------------------------------------ ------------------------------------ ---------------------------------------------------- ---------------------------------------------------------------------- --------------------------------------------------------------- ------------------------------------------------------- -- ---------------------------------------------------------------------- ------------ -- ------------------------------------------------------------ -- ----------------------------------------------- -- ---------------------------------------------------------------------- ---------------------------------------------------------------------- ---------------------------------------------------------------------- ---------------------------------------------------------------------- ---------------------------------------------------------------------- ------------------------- ------------------------------------------------------ ---------- plr-112185-09 a b c d e transition services transition_period administrative assignment dear --------------- -------- --------- --------------------------- ------------------------- ---- -- ---------------------------------------------------------------------- ---------------------------------------------------------------------- ---------------------------------------------------------------------- ---------------------------------------------------------------------- --------------------------------------- -- ---------------------------------------------------------------------- ------------------------------------------------------ ---------------------------------------------------------------------- ---------------------------------------------------------------------- ---------------------------------------------------------------------- ---------------------------------------------------------------------- ---------------------------------------- this letter responds to your date request for rulings as to the federal_income_tax consequences of a series of proposed transactions the information submitted for consideration in that letter and in later correspondence is summarized below 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 of the request for rulings verification of the information representations and other data may be required as part of the audit process moreover no determination has been made regarding whether the internal spin-off or external spin-off each as defined below i satisfies the business_purpose requirement of sec_1_355-2 of the income_tax regulations 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 sec_355 of the internal_revenue_code and sec_1_355-2 of the income_tax regulations or iii is part of a plan or series of related transactions plr-112185-09 pursuant to which one or more persons will acquire directly or indirectly stock representing a 50-percent_or_greater_interest in the distributing or the controlled_corporation see sec_355 of the internal_revenue_code and sec_1_355-7 of the income_tax regulations summary of facts the facts below occur before the proposed transaction as defined below unless otherwise indicated distributing is the common parent of an affiliated_group_of_corporations that files a consolidated u s federal_income_tax return distributing has outstanding a single class of widely held and publicly traded common_stock distributing wholly owns controlled sub sub and dre and indirectly through two wholly owned entities wholly owns partnership sub wholly owns sub each of the business a companies and a of sub dre owns b of sub sub wholly owns dre and dre sub owns c of sub which owns c of sub partnership owns d of each of sub and sub each of dre dre dre and the business a companies is an entity disregarded as separate from its owner under sec_301_7701-3 dre will be newly formed by controlled in connection with the proposed transactions as defined below and will be an entity disregarded as separate from its owner under sec_301_7701-3 controlled will be newly formed by controlled in connection with the proposed transactions and will have outstanding a single class of common_stock controlled was recently formed by distributing to serve as the corporation which is distributed by distributing in the external spin-off as defined below controlled has outstanding a single class of common_stock prior to the sub merger as defined below controlled will not hold any property or have any_tax attributes except for a nominal amount of assets held to facilitate its organization and tax_attributes related to such assets distributing through its separate_affiliated_group as defined in sec_355 the distributing sag conducts various businesses including through sub and other foreign and domestic subsidiaries business a and through sub business b and business c each of sub sub sub sub sub and sub is a member of the distributing sag following the proposed transactions i the distributing sag will conduct business a ii controlled directly and through its separate_affiliated_group as defined in sec_355 the controlled sag will conduct business b iii and controlled directly and through its separate_affiliated_group as defined in sec_355 the controlled sag will conduct business c plr-112185-09 financial information has been received indicating that each of business a business b and business c has had gross_receipts and operating_expenses representing the active_conduct_of_a_trade_or_business for each of the past five years proposed transactions for what are represented to be valid corporate business purposes distributing has proposed the following steps the proposed transactions i ii iii sub merges into controlled with controlled surviving the sub merger sub merges into controlled with controlled surviving controlled forms controlled and dre dre distributes its interest in sub and its country z workforce to distributing iv which then transfers such interest in sub to sub distributing sells its interest in sub and the country z workforce to controlled v for cash that distributing believes is equal to the fair_market_value of the transferred property controlled then contributes the equipment of business b and related contracts and workforces to dre controlled contributes to controlled all of the assets and liabilities of vi business c and its interest in each of dre dre and the business a companies the contributed assets and the contribution respectively partnership sells its interests in sub and sub to controlled in exchange for vii an amount of cash that distributing believes is equal to the fair_market_value of the transferred property viii distributing assigns all of its rights under the contracts to controlled in exchange for an amount of cash that distributing believes is equal to the fair_market_value of the transferred rights controlled borrows cash from an unrelated third party and distributes the cash ix amount to distributing the cash distribution x controlled distributes all of the outstanding controlled stock to distributing the internal distribution and the internal distribution together with the contribution the internal spin-off plr-112185-09 controlled recapitalizes its outstanding_stock into a to-be-determined number of xi shares xii distributing distributes all of the controlled stock pro_rata to its shareholders the external spin-off distributing will distribute cash in lieu of issuing fractional shares to any shareholder that would otherwise be entitled to receive a fractional share of controlled stock as a result of the external spin-off any intercompany receivables or payables between distributing and its subsidiaries other than controlled and its subsidiaries as determined immediately before the external spin-off on the one hand and controlled and its subsidiaries as determined immediately before the external spin-off on the other hand will be wholly satisfied with cash in connection with the external spin-off in connection with the proposed transactions but prior to the sub merger partnership effected the administrative assignment in connection with the proposed transactions the distributing group and the controlled group will enter into agreements to provide for the transition services over the transition_period and to govern the allocation and sharing of tax_liabilities and certain other obligations collectively the transition agreements the transition agreements will include certain indemnification provisions that may require distributing and or controlled to make indemnity payments to each other following the external spin-off any such payments indemnity payments certain of the distributing employees who will be assigned to controlled in connection with the external spin-off the assigned employees currently own employee rights as defined below the assigned employees will be treated as having been terminated by distributing on the date of the external spin-off and any employee rights held by such assigned employees will expire pursuant to their terms generally e days after such termination following the external spin-off the assigned employees’ expired employee rights are expected to be replaced by controlled with certain corresponding rights with respect to controlled stock in addition in the external spin-off the assigned employees and distributing’s other employees owning employee rights will receive the following or any combination thereof i their pro_rata share of controlled stock ii a cash_equivalent payment iii an upward adjustment to the number of employee rights held or iv nothing in each case depending upon the date of grant and the type of the employee rights held by such employee plr-112185-09 controlled will adopt a shareholder rights plan controlled rights plan pursuant to which in the external spin-off distributing will distribute a preferred_stock purchase right a controlled right with each share of controlled stock the controlled rights will trade together with the shares of controlled stock until and unless certain events occur as described in the controlled rights plan representations the following representations are made with respect to the sub merger the fair_market_value of the controlled stock received by distributing will be a approximately equal to the fair_market_value of the sub stock surrendered in exchange therefor b immediately following consummation of the sub merger distributing will own all of the outstanding controlled stock and will own such stock solely by reason of its ownership of sub stock immediately prior to the sub merger controlled has no plan or intention to issue additional shares of its stock c following the sub merger except in connection with the proposed transactions to satisfy employee rights or as contemplated by the business purposes described in representation d immediately following the consummation of the sub merger controlled will possess the same assets and liabilities except for a nominal amount of assets held to facilitate its organization as those possessed by sub immediately prior to the sub merger assets distributed to shareholders assets used to pay expenses and all redemptions and distributions except for regular normal dividends made by sub immediately preceding the sub merger will in the aggregate constitute less than one percent of the net assets of sub there will be no dissenting shareholders e at the time of the sub merger sub will not have outstanding any warrants options convertible securities or any other type of right pursuant to which any person could acquire stock in sub there is no plan or intention for controlled to reacquire any of the controlled f stock issued in the sub merger the liabilities of sub treated as assumed as determined under sec_357 g by controlled were incurred by sub in the ordinary course of its business and are associated with the assets transferred distributing will pay its respective expenses if any incurred in connection with h the sub merger plr-112185-09 sub is not under the jurisdiction of a court in a title_11_or_similar_case within the i meaning of sec_368 of the code the following representations are made with respect to the internal spin-off any indebtedness owed by controlled or its subsidiaries to controlled or its j subsidiaries after the internal spin-off will not constitute stock_or_securities no part of the consideration to be distributed by controlled in the internal spin- k off will be received by a shareholder as a creditor employee or in any capacity other than that of a shareholder of controlled each of controlled and controlled will treat all members of its separate l affiliated_group as defined in sec_355 as one corporation in determining whether the requirements of sec_355 regarding the active_conduct_of_a_trade_or_business are satisfied the five years of financial information submitted on behalf of business b m conducted by controlled 1’s sag is representative of the present business operations of business b conducted by the controlled sag and there have been no substantial operational changes since the date of the last financial statements submitted the five years of financial information submitted on behalf of business c n conducted by controlled 2’s sag is representative of the present business operations of business c and there have been no substantial operational changes since the date of the last financial statements submitted following the internal spin-off the controlled sag and the controlled sag o will each continue the active_conduct of its business independently and with its separate employees no intercorporate debt will exist between controlled and controlled at the p time of or subsequent to the internal spin-off except for indebtedness otherwise arising in the ordinary course of business payments made in connection with all continuing transactions if any between q controlled and controlled will be for fair_market_value based on terms and conditions arrived at by the parties bargaining at arm’s length no party to the internal spin-off is an investment_company as defined in sections r a f iii and iv plr-112185-09 the internal spin-off is being carried out to facilitate the external spin-off the s internal spin-off is motivated in whole or substantial part by this purpose the internal spin-off is not being used principally as a device for the distribution t of the earnings_and_profits of controlled or controlled or both controlled neither accumulated its receivables nor made extraordinary u payment of its payables in anticipation of the internal spin-off v the total adjusted_basis and the fair_market_value of the assets transferred to controlled in the contribution will equal or exceed the sum of i the total liabilities assumed within the meaning of sec_357 by controlled and ii the total amount of any money and the fair_market_value of any other_property within the meaning of sec_361 received by controlled and transferred to its creditors in connection with the reorganization w the liabilities assumed within the meaning of sec_357 by controlled in the contribution were incurred in the ordinary course of business and are associated with the assets being transferred the total fair_market_value of the assets transferred to controlled in the x contribution will exceed the sum of i the amount of any liabilities assumed within the meaning of sec_357 by controlled in connection with the exchange ii the amount of any liabilities owed to controlled by controlled that are discharged or extinguished in connection with the exchange and iii the amount of any cash and the fair_market_value of any other_property other than stock and securities permitted to be received under sec_361 without the recognition of gain received by controlled in connection with the exchange the fair_market_value of the assets of controlled will exceed the amount of its y liabilities immediately_after_the_exchange the aggregate fair_market_value of the assets transferred to controlled in the z contribution will equal or exceed the aggregate adjusted_basis of these assets aa for purposes of sec_355 immediately after the internal spin-off no person determined after applying sec_355 will hold stock possessing percent or more of the total combined voting power of all classes of controlled stock entitled to vote or percent or more of the total value of shares of all classes of controlled stock that was acquired by purchase as defined in sec_355 and during the five-year period determined after applying sec_355 ending on the date of the internal spin-off plr-112185-09 bb for purposes of sec_355 immediately after the internal spin-off no person determined after applying sec_355 will hold stock possessing percent or more of the total combined voting power of all classes of controlled stock entitled to vote or percent or more of the total value of shares of all classes of controlled stock that was either i acquired by purchase as defined in sec_355 and during the five-year period determined after applying sec_355 ending on the date of the internal spin-off or ii attributable to distributions on controlled stock that was acquired by purchase as defined in sec_355 and during the five-year period determined after applying sec_355 ending on the date of the internal spin-off the internal spin-off is not part of a plan or series of related transactions within cc the meaning of sec_1_355-7 pursuant to which one or more persons will acquire directly or indirectly stock representing a 50-percent_or_greater_interest within the meaning of sec_355 in controlled or controlled including any predecessor or successor of any such corporation immediately after the internal spin-off either i no person will hold a 50-percent dd or greater interest within the meaning of sec_355 in the stock of controlled or controlled who did not hold such an interest immediately before the internal spin- off or ii neither controlled nor controlled will be a disqualified_investment_corporation within the meaning of sec_355 ee each of controlled controlled and distributing will pay its respective expenses if any incurred in connection with the internal spin-off the following representations are made with respect to the external spin-off any indebtedness owed by controlled or its subsidiaries to distributing or its ff subsidiaries after the external spin-off will not constitute stock_or_securities gg no part of the consideration to be distributed by distributing in the external spin- off will be received by a shareholder as a creditor employee or in any capacity other than that of a shareholder of distributing except for shares of controlled stock that are expected to be distributed in the external spin-off with respect to the employee stock_options restricted shares of stock and restricted_stock units with respect to distributing stock that will be outstanding at the time of the external spin-off employee rights hh the total number of shares of controlled stock that are i expected to be distributed in the external spin-off with respect to employee rights or ii acquired following the external spin-off pursuant to the vesting or exercise of the replacement awards with respect to employee rights that controlled is expected to issue with plr-112185-09 respect to controlled stock will represent less than percent of the controlled stock outstanding immediately after the external spin-off each of distributing and controlled will treat all members of its separate ii affiliated_group as defined in sec_355 as one corporation in determining whether the requirements of sec_355 regarding the active_conduct_of_a_trade_or_business are satisfied the five years of financial information submitted on behalf of business a jj conducted by distributing’s sag is representative of the present business operations of business a conducted by the distributing sag and there have been no substantial operational changes since the date of the last financial statements submitted the five years of financial information submitted on behalf of business b kk conducted by controlled 1’s sag is representative of the present business operations of business b and there have been no substantial operational changes since the date of the last financial statements submitted following the external spin-off the distributing sag and the controlled sag ll will each continue the active_conduct of its business independently except as contemplated by the transition agreements and with its separate employees mm no intercorporate debt will exist between distributing and controlled at the time of or subsequent to the external spin-off except for payables arising under the transition agreements or indebtedness otherwise arising in the ordinary course of business immediately before the external spin-off items of income gain loss deduction nn and credit will be taken into account as required by the applicable intercompany_transaction regulations see sec_1_1502-13 and sec_1 as in effect before the publication of t d 1995_32_irb_6 and as currently in effect sec_1_1502-13 as published by t d further distributing’s excess_loss_account if any with respect to the controlled stock will be included in income immediately before the external spin-off oo except for indemnity payments or for payments made for transition services during the transition_period any payments made in connection with all continuing transactions between distributing and controlled will be for fair_market_value based on terms and conditions arrived at by the parties bargaining at arm’s length pp no party to the external spin-off is an investment_company as defined in sec_368 and iv plr-112185-09 qq the external spin-off is being carried out for the following corporate business purposes i to facilitate the external acquisition growth strategies of business a by increasing the relative value of distributing stock for use as acquisition currency ii to facilitate the acquisition growth strategies of business b by allowing it to more effectively participate in industry consolidation iii to enable the management of distributing and controlled to focus resources more effectively on the unique business strategies of their respective businesses and iv to enhance distributing’s reputation as a business a service provider the external spin-off is motivated in whole or substantial part by one or more of these corporate business purposes the external spin-off is not being used principally as a device for the distribution rr of the earnings_and_profits of distributing or controlled or both ss distributing neither accumulated its receivables nor made extraordinary payment of its payables in anticipation of the external spin-off other than any intercompany payables satisfied in connection with the external spin-off for purposes of sec_355 immediately after the external spin-off no tt person determined after applying sec_355 will hold stock possessing percent or more of the total combined voting power of all classes of distributing stock entitled to vote or percent or more of the total value of shares of all classes of distributing stock that was acquired by purchase as defined in sec_355 and during the five-year period determined after applying sec_355 ending on the date of the external spin-off uu for purposes of sec_355 immediately after the external spin-off no person determined after applying sec_355 will hold stock possessing percent or more of the total combined voting power of all classes of controlled stock entitled to vote or percent or more of the total value of shares of all classes of controlled stock that was either i acquired by purchase as defined in sec_355 and during the five-year period determined after applying sec_355 ending on the date of the external spin-off or ii attributable to distributions on distributing stock that was acquired by purchase as defined in sec_355 and during the five-year period determined after applying sec_355 ending on the date of the external spin-off the external spin-off is not part of a plan or series of related transactions within vv the meaning of sec_1_355-7 pursuant to which one or more persons will acquire directly or indirectly stock representing a 50-percent_or_greater_interest within the meaning of sec_355 in distributing or controlled including any predecessor or successor of any such corporation immediately after the external spin-off either i no person will hold a 50-percent ww or greater interest within the meaning of sec_355 in the stock of distributing plr-112185-09 or controlled or ii neither distributing nor controlled will be a disqualified_investment_corporation within the meaning of sec_355 each of distributing controlled and the shareholders of distributing will pay its xx respective expenses if any incurred in connection with the external spin-off the payment of cash in lieu of fractional shares of controlled stock is solely for yy the purpose of avoiding the expense and inconvenience to controlled of issuing and maintaining fractional shares and does not represent separately bargained for consideration the total cash that will be paid in the external spin-off to any distributing shareholder instead of issuing fractional shares of controlled stock will not exceed one percent of the total consideration that will be distributed in the external spin-off any fractional share interests of each distributing shareholder will be aggregated and it is intended that no distributing shareholder will receive cash in an amount equal to or greater than the value of one full share of controlled stock the controlled rights are the type of rights described in revrul_90_11 zz c b rulings based solely on the information submitted and the representations set forth above we rule as follows regarding the sub merger the sub merger will be a reorganization within the meaning of section a f sub and controlled will each be a party to the reorganization within the meaning of sec_368 distributing will not recognize any gain_or_loss on its exchange of sub stock for controlled stock in the sub merger sec_354 sub will not recognize any gain_or_loss on the deemed exchange in the sub merger sec_361 and c and a controlled will not recognize any gain_or_loss on the deemed exchange in the sub merger sec_1032 controlled 1’s basis in each asset received from sub in the sub merger will equal the basis of such asset in the hands of sub immediately before the sub merger sec_362 controlled 1’s holding_period in each asset received from sub in the sub merger will include the holding_period during which sub held such asset sec_1223 plr-112185-09 the aggregate basis of the controlled stock received by distributing in the sub merger will be the same as distributing’s aggregate basis in the sub stock surrendered in exchange therefor allocated in the manner described in sec_1_358-2 sec_358 the holding_period of the controlled stock received by distributing will include the holding_period of the sub stock surrendered in exchange therefor provided that the shares of sub stock are held as a capital_asset by such holder on the date of the sub merger sec_1223 the taxable_year of sub does not close on the date of the sub merger and such tax_year continues in the name of controlled sec_1_381_b_-1 and revrul_57_276 1957_1_cb_126 based solely on the information submitted and the representations set forth above we rule as follows regarding the cash distribution and the internal spin-off the cash distribution will be a distribution_of_property described in sec_301 which will be excluded from distributing’s income and which will reduce distributing’s aggregate basis in its controlled stock prior to the internal spin-off by the amount of the cash distribution sec_301 sec_1_1502-13 and sec_1_1502-32 the contribution followed by the internal distribution will be a reorganization within the meaning of sec_368 controlled and controlled will each be a party to the reorganization within the meaning of sec_368 controlled will not recognize any gain_or_loss on the contribution sec_361 and sec_357 controlled will not recognize any gain_or_loss on the contribution sec_1032 controlled 2’s basis in each asset received from controlled in the contribution will equal the basis of such asset in the hands of controlled immediately before the contribution sec_362 controlled 2’s holding_period in each asset received from controlled in the contribution will include the period during which controlled held such asset sec_1223 controlled will not recognize any gain_or_loss on the internal spin-off sec_361 plr-112185-09 distributing will not recognize any gain_or_loss and will not otherwise include any amount in income on the receipt of controlled stock in the internal spin-off sec_355 the aggregate basis of the controlled stock and the controlled stock in the hands of distributing immediately after the internal spin-off will be the same as the aggregate basis of the controlled stock held by distributing immediately before the internal spin-off reduced by the amount of the cash distribution allocated among distributing’s shares of controlled stock and controlled stock in the manner described in sec_1_358-2 sec_358 the holding_period of the controlled stock received by distributing in the internal spin-off will include the holding_period of the controlled stock with respect to which the controlled stock was received provided the shares of controlled stock are held as a capital_asset by distributing on the date of the internal spin-off sec_1223 earnings_and_profits will be allocated between controlled and controlled in accordance with sec_312 and sec_1_312-10 and sec_1_1502-33 based solely on the information submitted and the representations set forth above we rule as follows regarding the external spin-off distributing will not recognize any gain_or_loss on the external spin-off sec_355 the holders of distributing stock will not recognize any gain_or_loss and will not otherwise include any amount in income upon receipt of the controlled stock in the external spin-off sec_355 the aggregate basis of the distributing stock and the controlled stock in the hands of each holder thereof immediately after the external spin-off including any fractional share interest in controlled stock to which such holder may be entitled will be the same as the aggregate basis of the distributing stock held by such holder immediately before the external spin-off allocated among such holder’s shares of distributing stock and controlled stock in the manner described in sec_1_358-2 sec_358 the holding_period of the controlled stock received by each holder of distributing stock in the external spin-off including any fractional share interest in controlled stock to which such holder may be entitled will include the holding_period of the distributing stock with respect to which the controlled stock was received plr-112185-09 provided the shares of distributing stock are held as a capital_asset by such holder on the date of the external spin-off sec_1223 a shareholder who receives cash in lieu of fractional shares of controlled stock will recognize gain_or_loss measured by the difference between the basis of the fractional share interest in controlled stock to which the shareholder would otherwise be entitled and the amount of cash received sec_1001 and revrul_66_365 1966_2_cb_116 provided that the fractional share interest is a capital_asset in the hands of the shareholder on the date of the external spin-off any gain_or_loss will be capital_gain or loss sec_1221 and sec_1222 provided that at the time of the external spin-off the controlled rights remain contingent non-exercisable and subject_to redemption if issued the receipt of such rights by distributing and the holders of distributing stock will not be a distribution or receipt of property an exchange of stock or property either taxable or nontaxable or any other event giving rise to the realization of income or gain by distributing controlled or the holders of distributing stock revrul_90_11 1990_1_cb_10 earnings_and_profits will be allocated between distributing and controlled in accordance with sec_312 and sec_1_312-10 and sec_1_1502-33 except for purposes of sec_355 any indemnity payments made by distributing to controlled or vice versa that i have arisen or will arise for a taxable_period ending on or before the external spin-off or for a taxable_period beginning on or before and ending after the external spin-off and ii will not have become fixed and ascertainable until after the external spin-off will be treated for tax characterization purposes as having occurred immediately before the external spin-off see 344_us_6 revrul_83_73 c b caveats we express no opinion regarding the tax treatment of the proposed transactions under other provisions of the internal_revenue_code or the income_tax regulations or the tax treatment of any conditions existing at the time of or effects resulting from the proposed transactions that are not specifically covered by the above rulings in particular we express no opinion regarding whether the internal distribution or external distribution i satisfies the business_purpose requirement of sec_1_355-2 of the income_tax regulations 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 sec_355 of the internal_revenue_code and sec_1_355-2 of the income_tax regulations 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 see sec_355 of the internal_revenue_code and sec_1_355-7 of the income_tax regulations in plr-112185-09 addition we express no opinion regarding the tax consequences with regard to the employee rights furthermore we express no opinion with regard to the tax consequences of distributing’s sale of its interest in sub and the country z workforce to controlled for cash we express no opinion with regard to the tax consequences of partnership’s sale of its interests in sub and sub to controlled in exchange for cash in addition we express no opinion with regard to the tax consequences of distributing’s assignment of its rights under the contracts to controlled in exchange for cash procedural statements this ruling letter is directed only to the taxpayer who requested it sec_6110 of the internal_revenue_code provides that it may not be used 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 return that provides the date and control number of this letter_ruling in accordance with the power_of_attorney on file in this office a copy of this letter is being sent to your authorized representatives sincerely steven j hankin senior technician reviewer branch associate chief_counsel corporate