This Month in M&A / Issue 10 / October 2015

This Month in M&A / Issue 10 / October 2015
Did you know…? p2 / Treasury regulations p4 / Private letter rulings p8 / PwC M&A
publications p9
M&A tax recent guidance
This month features:
•
Significant changes in IRS ruling procedures for spinoff transactions (Rev. Proc. 2015-43; Notice
2015-59)
•
Final Section 368(a)(1)(F) regulations provide six requirements to qualify as an F reorganization
(T.D. 9739)
•
Proposed Section 367 regulations and temporary Section 482 regulations tax foreign goodwill by
limiting the active trade or business exception (REG-139483-13; T.D. 9738)
•
Substitution of controlled corporation for distributing corporation as obligor of note treated as
issuance of note by controlled to distributing corporation (PLR 201537004)
•
Creation of newly formed controlled corporation respected despite subsequent liquidation
following spinoff (PLR 201538015)
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Did you know…?
The IRS recently expanded its no-rule list to include certain transactions intended to
qualify as tax-free spinoffs under Section 355. These transactions include certain
REIT/RIC spinoffs; spinoffs where the fair market value (FMV) of the active trade or
business (ATOB) is relatively small by comparison to the gross assets of the corporation;
and spinoffs involving substantial investment assets. Rev. Proc. 2015-43 and Notice
2015-59, both of which were issued September 14, added these transactions to the no-rule
list and announced the IRS’s intention to conduct a study on the transactions.
The new guidance does not change current substantive law regarding spinoffs. Rev. Proc.
2015-59 simply amends the IRS ruling policy with respect to certain spinoffs, and Notice
2015-43 summarizes the government’s concerns with respect to such transactions. While
future guidance could change the existing authorities on the issues identified in the
Notice, for the time being the impact of this guidance solely relates to the IRS private
letter ruling practice.
Rev. Proc. 2015-43
Rev. Proc. 2015-43, effective September 14, 2015, adds the following three spinoff
characteristics to the annual no-rule list in Rev. Proc. 2015-3:
(1) property owned by the distributing corporation (Distributing) or the controlled
corporation (Controlled) becomes the property of a RIC, as defined under Section
851, or a REIT, as defined under Section 856;
(2) immediately after the spinoff, the FMV of the gross assets of the trade or business
relied on by either Distributing or Controlled to satisfy the ATOB requirement of
Section 355(b) is less than five percent of the total FMV of the gross assets of all
members of such corporation’s separate affiliated group; and
(3) (i) two-thirds or more of Distributing or Controlled’s gross assets are investment
assets; (ii) the FMV of the ATOB of either Distributing or Controlled is less than
10 percent of the FMV of its investment assets; and (iii) the ratio of the FMV of
the investment assets to the FMV of non-investment assets of Distributing or
Controlled is three times or more of such ratio for the other corporation.
Internal spinoffs within an affiliated group are not subject to these no-rule restrictions as
long as they are not part of a plan or series of related transactions that result in an
external distribution.
The first two transactions were added to the section of Rev. Proc. 2015-3 providing that
the IRS ordinarily will not issue rulings in specified areas. This section further provides
that although such rulings generally are prohibited, the IRS will consider issuing a ruling
where ‘unique and compelling reasons’ are demonstrated. The third transaction was
added to the section of the revenue procedure providing that the area is under study and
that rulings in this area will not be issued until the IRS resolves the issue through
publication of a revenue ruling, a revenue procedure, regulations, or otherwise.
Notice 2015-59
In Notice 2015-59, the IRS announced that it is studying certain issues that were added to
the no-rule list by Rev. Proc. 2015-43. Specifically, the IRS is studying transactions
having one or more of the following characteristics:
(1) investment assets owned by Distributing or Controlled having substantial
value in relation to all of such corporation’s assets and to the value of such
corporation’s ATOB;
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(2) Distributing or Controlled having a significantly higher ratio of investment assets
to non-investment assets than the ratio of the other corporation;
(3) ownership by Distributing or Controlled of a small amount of ATOB assets in
relation to all its assets; and
(4) post-spinoff conversion to a REIT or RIC by Distributing or Controlled (but not
both).
The IRS believes that spinoffs having one or more of these characteristics may indicate a
device for the distribution of earnings and profits, lack an adequate business purpose or
ATOB, or avoid repeal of the so-called General Utilities doctrine. The IRS has expressed
particular concern about spinoffs that result in Distributing or Controlled owning a
substantial amount of investment assets in relation to its ATOB and one of Distributing or
Controlled having a significantly higher ratio of investment assets to non-investment
assets than the other’s ratio. In addition, the IRS is concerned with Distributing or
Controlled owning a small amount of assets used by its ATOB, stating that “under current
law, spinoffs involving small [ATOBs] may have become less justifiable.”
Observations
In May, an IRS official publicly stated that the IRS was considering changing its ruling
practice for ruling requests involving ATOB questions while it studies how much ATOB it
would deem sufficient. (See the June 2015 edition of This Month in M&A). However,
Rev. Proc. 2015-43 does not only add the size of the ATOB to the no-rule list.
Other issues relating to spinoffs commonly referred to as ‘Opco-Propco’ REIT
transactions also were included. Such transactions had received favorable Section 355
rulings in recent years, the first being PLR 201337007. (See the October 2013 edition of
This Month in M&A). This change to the no-rule list is consistent with the IRS 2015-2016
Priority Guidance Plan reiterating a plan to issue regulations under the ATOB
requirement and including a new plan to issue guidance relating to the business purpose
requirement and the prohibition on device. (See the August 2015 edition of This Month
in M&A).
Describing the rationale for the IRS decision to study, and add to its no-rule list, certain
spinoffs where property owned by Distributing or Controlled becomes part of a RIC or a
REIT, Notice 2015-43 states that the IRS has also “become concerned that an increasing
number of distributions intended to qualify under [Section] 355 involve a distributing
corporation or a controlled corporation that elects to be a REIT” and that “these
distributions may involve corporations that, prior to the distribution, do not meet the
requirements to be REITs and intend to separate REIT-qualifying assets from nonqualifying assets so that the distributing or the controlled corporation can meet the
requirements to be a REIT.” At the same time, Notice 2015-43 emphasizes that there
generally will be no change to its ruling policy for distributions where both Distributing
and Controlled will be and will continue to be RICs or REITs, or where Distributing has
been a RIC or REIT for a substantial period of time.
One key IRS concern is its view that certain transactions are “used principally as a device
for the distribution of the earnings and profits” of Distributing or Controlled or both.
Generally, evidence of nondevice exists where Distributing is publicly traded and has no
five-percent shareholders and also where the distribution is non-pro rata. See Reg. secs.
1.355-2(d)(3)(iii) and (d)(5)(iv). However, the IRS believes that certain characteristics of
a spinoff, especially the types of transactions now subject to the no-rule list, may
overcome both the nondevice factor of public trading and the non-pro rata structure of a
distribution.
For additional information, please contact Derek Cain, Rich McManus, or Bruce
Decker.
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Treasury Regulations
Final regulations regarding Section 368(a)(1)(F) reorganizations
In general
The IRS issued final regulations regarding reorganizations under Section 368(a)(1)(F) (F
Reorganizations), effective for transactions occurring on or after September 21, 2015 (the
Final Regulations). The Final Regulations (i) generally adopt the provisions of the related
proposed regulations (REG-106889-04) (the Proposed Regulations), with certain
changes; and (ii) finalize the 1990 proposed regulations regarding outbound F
Reorganizations (referencing regulations previously found under Reg. sec. 1.367(a)-1T),
with minor conforming changes.
The Final Regulations:
•
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•
provide six requirements for a transaction to qualify as an F Reorganization;
clarify the US federal income tax characterization of ‘overlap transactions’;
adopt the ‘related events rule’ of the Proposed Regulations; and
obsolete certain revenue rulings.
Six Requirements
The Final Regulations set forth six requirements in order to satisfy Section 368(a)(1)(F) –
adopting, with modifications, the four requirements contained in the Proposed
Regulations and adding two new requirements. A transaction or series of related
transactions (Potential F Reorganization) is tested for the period (i) beginning when the
transferor corporation begins transferring (or is deemed to begin transferring) its assets
directly or indirectly to the resulting corporation; and (ii) ending when the transferor
corporation has distributed (or is deemed to have distributed) to its shareholders the
consideration it receives (or is deemed to receive) from the resulting corporation and the
transferor corporation liquidates for US federal income tax purposes.
The six requirements in the Final Regulations are:
(1) immediately after the Potential F Reorganization, all the stock of the resulting
corporation (subject to a de minimis exception but including the resulting
corporation stock issued before the Potential F Reorganization) must be
distributed (or deemed distributed) in exchange for the transferor corporation
stock in the Potential F Reorganization;
(2) the same person or persons must own all the transferor corporation stock,
determined immediately before the Potential F Reorganization, and all the
resulting corporation stock, determined immediately after the Potential F
Reorganization, in identical proportions (subject to a de minimis exception) −
however, contemporaneous recapitalizations and/or distributions are permitted;
(3) the resulting corporation may not hold any property or have any tax attributes
(including those specified in Section 381(c)) immediately before the Potential F
Reorganization (subject to a de minimis exception);
(4) the transferor corporation must completely liquidate, for US federal income tax
purposes, in the Potential F Reorganization, but (i) is not required to dissolve
under applicable law; and (ii) is allowed to retain a de minimis amount of assets
for the sole purpose of preserving its legal existence;
(5) immediately after the Potential F Reorganization, no corporation other than the
resulting corporation may hold property that was held by the transferor
corporation immediately before the Potential F Reorganization, if such other
corporation as a result would succeed to and take into account the items of the
transferor corporation described in Section 381(c); and
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(6) immediately after the Potential F Reorganization, the resulting corporation may
not hold property acquired from a corporation other than the transferor
corporation if the resulting corporation as a result would succeed to and take into
account the items of such other corporation described in Section 381(c).
The fifth and sixth requirements were added to address ‘overlap transactions.’ The Final
Regulations indicate that step-transaction principles will be applied for purposes of
determining whether a Potential F Reorganization satisfies the six requirements.
Other Rules
The Final Regulations provide that a Potential F Reorganization does not qualify as an F
Reorganization if (i) the Potential F Reorganization, or a step thereof, involving a transfer
of property from the transferor corporation to the resulting corporation also qualifies as a
reorganization other than an F Reorganization; and (ii) a corporation in control (as
defined under Section 368(c)) of the resulting corporation is a party to such other
reorganization (within the meaning of Section 368(b)) (Tiebreaker Rule 1).
In essence, this rule provides that if a Potential F Reorganization overlaps with (i) a
triangular C reorganization; (ii) a forward triangular merger; or (iii) an A or C
reorganization followed by a Section 368(a)(2)(C) drop (the Other Potential
Reorganization), then the characterization of the Other Potential Reorganization governs.
The Final Regulations also state that, except as provided in Tiebreaker Rule 1, a Potential
F Reorganization qualifies as an F Reorganization for all US federal income tax purposes
in situations where the Potential F Reorganization also qualifies as a reorganization
under Sections 368(a)(1)(A), (C), or (D) (Tiebreaker Rule 2).
Furthermore, the Final Regulations provide that if more than one corporation
simultaneously transfers assets to a resulting corporation in a Potential F Reorganization,
none of the transfers constitute an F Reorganization, thereby obsoleting Rev. Rul. 58-422.
The Final Regulations also adopt the F Reorganization ‘in a bubble’ theory, illustrated in
Rev. Rul. 96-29 and set forth in the ‘related events rule’ in the Proposed Regulations. The
Final Regulations provide that related events preceding or following a Potential F
Reorganization that constitute a mere change in identity generally would not cause the
Potential F Reorganization to fail to qualify as an F Reorganization. In the context of
cross-border transactions, related events preceding or following an F Reorganization may
be relevant to the tax consequences under certain international tax provisions that apply
to F Reorganizations, i.e., Section 7874.
Observations
The Final Regulations appear to be form-driven and provide taxpayers with certain
flexibility to structure in or out of an F Reorganization. The Final Regulations also
provide needed clarity in situations where the US federal income tax characterization was
otherwise ambiguous. However, some ambiguity remains regarding the characterization
of a transaction as an F Reorganization, specifically where the transferor corporation
contributes a portion of its assets and liabilities to a newly formed resulting corporation
in what otherwise would be treated as a Section 351 exchange and then liquidates as part
of the same plan of reorganization.
For additional information, please contact Horacio Sobol, Olivia Ley or Viraj Patel.
New Sections 367 and 482 regulations tax foreign goodwill, limit the
ATOB exception, and apply Section 482 to aggregate transactions
New proposed regulations under Section 367 (REG-139483-13) (the Proposed
Regulations) and temporary regulations under Section 482 (T.D. 9738) (the Temporary
Regulations) propose to fundamentally shift the government’s application of those
provisions by:
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•
•
Taxing outbound transfers of foreign goodwill and going concern value under
Section 367, restricting the active trade or business (ATOB) exception under
Section 367(a) from applying to goodwill and going concern value; and,
Providing for aggregate valuation of interrelated transactions that are covered in
part by Section 482 and in part by other Code sections (e.g., Section 367).
In doing so, the Proposed Regulations would subject a US transferor to either current
gain recognition under Section 367(a)(1), or periodic income recognition under Section
367(d), on outbound transfers that previously have not resulted in taxable income under
Sections 367 or 482.
The Proposed Regulations generally are intended to apply to transfers occurring on or
after September 14, 2015, and to transfers occurring before that date resulting from entity
classification elections made under Reg. sec. 301.7701-3 that are filed on or after that
date. Similarly, the Temporary Regulations apply to taxable years ending on or after that
date.
Background
Under Section 367(a)(1), the transfer of property by a US person to a foreign corporation
in a transaction described in Sections 351, 354, 356, or 361 generally results in the
recognition of gain unless an exception applies. A key statutory exception applies with
respect to property transferred for use in the active conduct of a trade or business outside
of the US (the ATOB exception).
However, the ATOB exception does not apply to transfers of certain enumerated types of
property, such as intangible property described in Section 936(h)(3)(B). Instead, the
rules of Section 367(d) apply, which generally require the transferor to recognize annual
income inclusions based on the productivity, use, or disposition of the transferred
intangible property for the duration of the intangible property’s useful life.
The preamble to the Proposed Regulations states that taxpayers take different positions
regarding whether goodwill and going concern value are within the definition of
intangibles under Section 936(h)(3)(B). Rather than directly addressing whether
goodwill and going concern are intangible property, the Proposed Regulations would
make three fundamental changes to the existing regulations.
Elimination of any exception for foreign goodwill, going concern value, or other
intangibles for purposes of Section 367
First, the Proposed Regulations would eliminate the sentence addressing foreign goodwill
and going concern value in Reg. sec. 1.367(d)-1T(b), which provides that “Section 367(d)
and the rules of Reg. sec. 1.367(d)-1T] shall not apply to the transfer of foreign goodwill or
going concern value, as defined in [Reg. sec.] 1.367(a)-1T(d)(5)(iii), or to the transfer of
intangible property described in [Reg. sec.] 1.367(a)-5T(b)(2).” This sentence was cited
by taxpayers taking the position that foreign goodwill and going concern are intangible
property and income derived therefrom should be excluded under Section 367(d).
Second, the Proposed Regulations generally would limit the scope of property eligible for
the ATOB exception to (1) tangible property, (2) working interests in oil and gas property,
and (3) certain financial assets (namely, cash equivalents, certain securities, certain
commodities positions, and certain notional principal contracts) (other eligible property).
Thus, goodwill, going concern value, and other intangible assets could not qualify for the
ATOB exception under the Proposed Regulations.
Elective application of Sections 367(a) or 367(d)
Third, the Proposed Regulations would add a new rule that generally allows a US
transferor to choose to apply either Section 367(a) or Section 367(d) to a transfer of
property (except as described below) that otherwise would be subject to Section 367(a).
It should be noted that such electivity is not permitted for other eligible property. Under
proposed conforming amendments to the regulations under Section 6038B, a taxpayer
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must disclose whether it is applying Section 367(a) or Section 367(d) to a transfer of such
property. If the election is made, it must be consistently applied by the US transferor and
all related persons to all property that is transferred to one or more foreign corporations
pursuant to a plan.
Additional changes
Additional changes in the Temporary Regulations and Proposed Regulations include:
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Replacing of the 20-year limit on the useful life of intangible property with a
useful life consisting of the entire period during which the exploitation of the
intangible property is reasonably anticipated to occur, as of the time of the
transfer;
Consolidating the provisions currently applicable to the ATOB exception;
Making conforming changes to the depreciation recapture and branch loss
recapture rules;
Eliminating the current exception under Reg. sec. 1.367(a)-5T(d)(2) that allows
for certain property denominated in the foreign currency of the country in which
the foreign corporation is organized to qualify under the ATOB exception; and
Requiring that arms-length compensation must be consistent with the value
provided between the parties in a controlled transaction, irrespective of form,
and removing the requirement that transactions be aggregated only when they
involved related products or services.
Observations
Although the Proposed Regulations are not final and therefore do not carry the force of
law, if finalized as drafted the new rules would apply retroactively. In this sense, the
Proposed Regulations are the equivalent of a Notice. Consequently, taxpayers entering
into outbound transfers or reorganizations on or after September 14, 2015, should
consider the potential impact of the Proposed Regulations.
The legislative history to the 1984 amendments to Section 367 states that Congress “does
not anticipate that the transfer of goodwill or going concern value developed by a foreign
branch to a newly organized foreign corporation will result in abuse of the US tax
system.” Notwithstanding this expression of Congressional intent, the Proposed
Regulations would tax all transfers of goodwill and going concern value, including all
foreign goodwill and going concern value. The IRS bases this fundamental shift on its
belief that transfers of foreign goodwill and going concern value present opportunities for
abuse of the US tax system and that alternative solutions would be impractical to
administer.
If the Proposed Regulations are finalized without change, even the most basic branch
incorporation transactions would entail a significant US tax cost. For example, under the
Proposed Regulations, the incorporation of a domestic corporation’s foreign branch that
has operated abroad for 30 years, with no connection to the US, would result in full US
taxation of the foreign goodwill and going concern value developed by that branch.
Beginning in 2009, Treasury proposed to ‘clarify’ the definition of intangible property for
purposes of Sections 367(d) and 482 to include workforce in place, goodwill, and going
concern value. With the issuance of the Proposed Regulations, it seems that the IRS no
longer is willing to wait for potential legislative action addressing its concern, instead
creating a new scope to Section 367 by regulation (with no delay in effective date and
therefore no ability for stakeholders to adjust to and comment on the significant change
in the taxation of outbound property transfers).
For additional information, please contact Carl Dubert or Sean Mullaney.
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Private Letter Rulings
PLR 201537004
The IRS ruled that a substitution of Controlled for Distributing as the obligor of
Distributing’s existing publicly traded debt in connection with a spinoff was treated as a
distribution of a debt instrument by Controlled to Distributing, followed by Distributing’s
repayment of its debt with the Controlled debt instrument pursuant to the same plan of
reorganization. The IRS rejected the notion that the change in obligor should be treated
as an assumption of Distributing’s liability by Controlled, which potentially would have
limited the amount of debt allocated to Controlled.
Facts
Distributing, a publicly traded domestic corporation, operated Businesses A, Business B,
and Business C. Distributing had a variety of debt outstanding, including Senior Notes
(the Notes) evidenced by an indenture. The Notes were publicly traded and were trading
at a premium. Pursuant to the indenture, the Notes were issued in the form of a global
note that was registered in the name of a nominee for the Depository, and held by a
trustee as a custodian for the Depositary.
Distributing (1) contributed Business A and B to a newly formed corporation (Controlled)
in exchange for all the Controlled stock, a note (Controlled Global Note), and the
assumption by Controlled of Distributing’s liabilities (Asset Contribution) and (2)
subsequently distributed all the Controlled stock pro rata to its shareholders in a
transaction intended to qualify under Sections 368(a)(1)(D) and 355. Distributing then
distributed, or cause to be distributed, the Controlled Global Note to the Depositary in
exchange for the Distributing Global Note, which then was cancelled. The Controlled
Global Note bore all the same terms as the Distributing Global Note and was identical to
the Distributing Global Note in all respects other than the identity of the obligor. The
taxpayer represented that the Distributing Global Note constituted securities within the
meaning of section 361.
Under the terms of the indenture, a transfer of all or substantially all of the property and
assets of Distributing required the obligor to be changed to the transferee. In connection
with the proposed transaction, Distributing received consent from a majority of the
holders of the Notes agreeing that the Asset Contribution constituted a transfer of
substantially all the property and assets of Distributing (the Amendment). The taxpayer
represented the Amendment upon the occurrence of the Asset Contribution constituted a
‘significant modification’ under Reg. sec. 1.1001-3.
Conclusion in PLR
The IRS ruled that (1) the substitution of Controlled for Distributing as the obligor under
the Notes upon the occurrence of the Asset Contribution was treated for purposes of
Section 361 as an issuance of Controlled notes with terms identical to the Notes (the
Controlled Notes) to Distributing as partial consideration for the Asset Contribution,
followed by a distribution by Distributing of the Controlled Notes to holders of the Notes
in exchange for the Notes and (2) the Controlled Notes were treated as securities for
purposes of Section 361.
Observations
The IRS recently expressed concern over monetized spinoffs. However, by characterizing
the change in obligor as an issuance of Controlled Notes, which constitute securities for
purposes of Section 361, the IRS rejected the notion that such transaction should be
viewed as an assumption of liability by Controlled. In doing so, presumably, the IRS has
allowed Distributing to allocate more debt to Controlled, thus providing greater flexibility
in monetizing Distributing. In addition, the ruling that the Controlled Notes should be
treated as securities for purposes of Section 361 appears novel, since the IRS generally
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does not rule on whether an instrument is a security. It appears that the IRS may have
reached this conclusion in the PLR on the basis that the terms of the historic Distributing
securities carry over to the Controlled Notes.
For additional information, please contact Wade Sutton, Olivia Ley, or Viraj Patel.
PLR 201538015
The IRS ruled that the formation of a new corporation (Controlled) prior to a spinoff will
be respected even though Controlled subsequently liquidated into its corporate
shareholder in a Section 332 liquidation.
Observations
In Rev. Rul. 98-27, the IRS concluded that it would not apply the step-transaction
doctrine to certain transactions occurring after a Section 355 transaction. This
conclusion was premised on legislative history accompanying the enactment of Section
355(e), stating that no additional restrictions should be imposed on post-distribution
restructurings of the controlled corporation if such restrictions would not apply to the
distributing corporation. See H.R. Rep. No. 105-220, at 529-30 (1997).
Similarly, in Rev. Rul. 2003-79, the IRS respected the existence of a corporation formed
in connection with a spinoff even though the newly formed corporation ceased to exist as
part of the same plan. This conclusion was based on the legislative history amending the
control requirements of Sections 368(a)(1)(D) and 351, reflecting a Congressional intent
that a corporation formed in connection with a spinoff will be respected as a separate
corporation for purposes of determining (i) whether the corporation was a controlled
corporation immediately before the distribution; and (ii) whether a pre-distribution
transfer of property to the controlled corporation satisfies the requirements of Sections
368(a)(1)(D) or 351, even if a post-distribution restructuring causes the controlled
corporation to cease to exist. See S. Rep. No. 105-74, at 173-176 (1998).
The IRS permitted upstream mergers and state law conversions of existing controlled
corporations following a spinoff without recharacterizing the transaction. See, e.g., PLRs
200736004, 200743013, 200812017. More recently, the IRS ruled that a spinoff of a preexisting controlled corporation qualified under Section 355 despite a subsequent
liquidation of the controlled corporation. See PLR 201213018. This PLR further suggests
that the IRS is likely to respect transactions occurring after a spinoff as separate
transactions.
For additional information, please contact Tim Lohnes or Bruce Decker.
PwC M&A publications
In an article titled Three Consolidated Return Differences between a Triangular C
Reorganization and a Double Drop-and-Check Transaction after Rev. Rul. 2015-9,
published in Corporate Taxation (May/June 2015), PwC authors Patrick Philips, Matthew
Lamorena and Jerry-Phung Tran explore three differences between a pair of transactions
relevant to the IRS's position in Rev. Rul. 2015-9.
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Let’s talk
For a deeper discussion of how this issue might affect your business, please contact:
Tim Lohnes, Washington, DC
Karen Lohnes, Washington, DC
+1 (202) 414-1686
+1 (202) 414-1759
[email protected]
[email protected]
Horacio Sobol, Washington, DC
Derek Cain, Washington, DC
+1 (202) 312-7656
+1 (202) 414-1016
[email protected]
[email protected]
Carl Dubert, Washington, DC
Wade Sutton, Washington, DC
+1 (202) 414-1873
+1 (202) 346-5188
[email protected]
[email protected]
Sean Mullaney, Washington, DC
Bruce Decker, Washington, DC
+1 (202) 346-5098
+1 (202) 414-1306
[email protected]
[email protected]
Olivia Ley, Washington, DC
Richard McManus, Washington, DC
+1 (202) 312-7699
+1 (202) 414-1447
[email protected]
[email protected]
Viraj Patel, Washington, DC
Brian Corrigan, Washington, DC
+1 (202) 312-7971
+1 (202) 414-1717
[email protected]
[email protected]
Lindsay Freeman, Washington, DC
Robert Kissner-Ventimiglia, Washington, DC
+1 (202) 312-7925
+1 (202) 604-9964
[email protected]
[email protected]
This document is for general information purposes only, and should not be used as a substitute for consultation with
professional advisors.
SOLICITATION
© 2015 PricewaterhouseCoopers LLP. All rights reserved. In this document, ‘PwC’ refers to PricewaterhouseCoopers (a
Delaware limited liability partnership), which is a member firm of PricewaterhouseCoopers International Limited, each member
firm of which is a separate legal entity.