This Month in M&A / Issue 4 / April 2016

This Month in M&A / Issue 4 / April 2016
Did you know…? p2 / Treasury Regulations p4 / Private Letter Rulings p6 / Court
Watch p8 / Current Trend p10
M&A tax recent guidance
This month features:

Proposed Section 385 'earnings stripping' regulations could apply to recharacterize broad
categories of ordinary related-party debt transactions (REG-108060-15)

Final regulations clarify limitations on duplication of net built-in losses (T.D. 9759)

Private equity fund found to be in trade or business and under common control with portfolio
company for purposes of certain ERISA rules (Sun Capital III LP v. New England Teamsters &
Trucking Industry Pension Fund)

Reincorporation does not to prevent transaction from qualifying as Section 368(a)(1)(F)
reorganization (PLR 201611015)

A transferee partner may use a transferor partner’s previously disallowed losses under Section
707(b)(1) to offset gains recognized by a lower-tier partnership (PLRs 201613001, 201613002,
201613003).

Related-party agreement to share operating income may raise deemed partnership issue
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Did You Know…?
Proposed Section 385 regulations issued April 4 as part of a larger regulation package
targeting redomiciliations would apply broadly and not be limited to redomiciled
companies. Indeed, the proposed regulations would apply generally to characterize as
equity broad categories of related-party debt transactions that routinely arise in the
ordinary course of operations in both domestic and international contexts. Thus, the
proposed rules could dramatically impact typical treasury management practices, such as
cash pooling and related-party financing. Significant aspects of the proposed regulations
would have retroactive effect to April 4, upon finalization.
The regulations would address whether an interest in a related corporation is treated as
stock or indebtedness, or as in part stock and in part indebtedness. The proposed
regulations appear intended to limit the effectiveness of certain types of tax planning by
characterizing related-party financings as equity, even if they are in form straight debt
instruments. The types of transactions targeted include certain note distributions, and
certain acquisitions of affiliate stock or assets in exchange for debt instruments.
Key operating rules
The key operating rules in the proposed regulations are the following:
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
Prop. Treas. Reg. secs. 1.385-3 and 1.385-4 would characterize as equity (i) notes
distributed to a related shareholder, (ii) notes issued to acquire equity of a related
entity, and (iii) notes distributed to a related entity as boot in an asset
reorganization (the ‘General Rule’).

Prop. Treas. Reg. sec. 1.385-3(b)(3) generally would treat any debt instrument as
stock for all US federal income tax purposes to the extent that it is issued by a
corporation (funded member) to a member in the funded member’s expanded
affiliated group in exchange for property with a principal purpose of funding
certain distributions or acquisitions (the ‘Funding Rule’).

Prop. Treas. Reg. sec. 1.385-3(c) provides three exceptions to the application of the
General Rule and the Funding Rule, the current year E&P exception, the threshold
exception, and an exception for funded acquisitions of subsidiary stock by
issuance. Under the current year E&P exception, the aggregate amount of any
distributions or acquisitions described in Prop. Treas. Reg. sec. 1.385-3 are
reduced by an amount equal to the current year E&P of the distributing or
acquiring corporation. Under the threshold exception, a debt instrument will not
be treated as stock if, when the debt instrument is issued, the aggregate issue price
of all expanded group debt instruments that would otherwise be treated as stock
under the proposed regulations does not exceed $50 million. The exception for
funded acquisitions of subsidiary stock by issuance provides that an acquisition of
expanded group stock will not be treated as an acquisition for purposes of the
Funding Rule if (i) the acquisition results from a transfer of property by a funded
member (the transferor) to an issuer in exchange for stock of the issuer, and (ii)
for the 36-month period following the issuance, the transferor holds, directly or
indirectly, more than 50 percent of the vote and value of the stock of the issuer.

Prop. Treas. Reg. sec. 1.385-2 provides a new contemporaneous documentation
requirement for related-party debt. Taxpayers would be required to document
both the commercial terms of the lending and an analysis of the creditworthiness
of the borrower within 30 days of the lending. Taxpayers also would be required to
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document events after the loan, such as payments of principal and interest and
events of default and similar events, within 120 days of such events. If these
contemporaneous documentation requirements were not satisfied, the financing
generally would be characterized as equity.

Prop. Treas. Reg. sec. 1.385-1(e) provides that the proposed regulations do not
apply to indebtedness between members of a consolidated group and instead treat
a consolidated group as a single taxpayer (i.e., one corporation).

Prop. Treas. Reg. sec. 1.385-1(d)(1) provides that the IRS on exam (but not
taxpayers) could bifurcate a single financial instrument issued between related
parties into a combination of debt and equity.
Consequences of treating debt as stock
If Prop. Treas. Reg. sec. 1.385-3 applies to treat a debt instrument as stock, the instrument
would be treated as stock for all purposes of the Code. For example, a distribution of a note
would be treated as a distribution of stock to which Section 305, rather than Section 301,
would apply. Similarly, an acquisition of stock for a note in what otherwise would constitute
a Section 304(a)(1) transaction instead is treated as a stock-for-stock acquisition.
Additionally, a triangular B reorganization in which a domestic subsidiary (S) acquires
stock of its foreign parent (P) from P in exchange for a note would not be subject to Treas.
Reg. sec. 1.367(b)-10 because S would be treated as acquiring P stock with S stock and not
property.
The preamble to the proposed regulations states that “[c]onsistent with the traditional case
law debt-equity analysis, when a debt instrument is treated as stock under proposed [Prop.
Treas. Reg. sec.] 1.385-3, the terms of the debt instrument (for example, voting rights or
conversion features) are taken into account for purposes of determining the type of stock
resulting from the recharacterization, including whether such stock is preferred stock or
common stock.” Note that this rule could result in the debt instrument being characterized
as Section 351(g) nonqualified preferred stock, Section 306 stock, or ‘fast pay’ stock
depending on the circumstances.
If Prop. Treas. Reg. sec. 1.385-3 applies to treat a debt instrument as stock, the debt
instrument generally would be treated as stock from the time of issuance. However, in the
case of a funding transaction occurring in a taxable year before the funded distribution or
acquisition, the debt instrument generally would be treated as exchanged for stock of the
issuer on the date of the distribution or acquisition. If a debt instrument treated as stock
under Prop. Treas. Reg. sec. 1.385-3 leaves the expanded group (either directly or because
its holder or issuer ceases to be a member of the expanded group), then the instrument
would be treated as stock until immediately before the exit transaction, at which time the
stock is deemed exchanged for newly issued debt.
Effective date
The proposed regulations provide that Prop. Treas. Reg. secs. 1.385-1 and -2 apply to debt
instruments issued on or after the date the proposed regulations are issued as final
regulations and that Prop. Treas. Reg. secs. 1.385-3 and -4 apply to debt instruments issued
on or after April 4, 2016, and to any debt treated as issued before April 4, 2016, as a result
of a retroactive check-the-box election filed on or after April 4, 2016. Certain transition
rules would apply.
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Observations
The proposed regulations would apply broadly and thus would not be limited to
redomiciled companies. The proposed regulations also attempt to impede many crossborder transactions by exercising the regulatory authority under Section 385 to
recharacterize financing transactions as equity (or in part debt and in party equity).
The proposed regulations, as drafted, would dramatically impact typical international
treasury management practices, such as cash pooling and related-party financing.
The standards to be applied and the limits on the IRS's discretion to bifurcate debt
instruments are not clear. Complex issues could arise on examination if, after debt has been
outstanding for several years and the principal has been partially paid, the IRS asserts, with
the benefit of hindsight, that a given portion of the debt was equity.
The proposed effective date of April 4, 2016, presents immediate concerns to taxpayers.
Taxpayers need to be aware that the payment of dividends, the purchase of stock in
affiliates, and the issuance of boot in asset reorganizations taking place while the
regulations are still in proposed form could result in debt issued on or after April 4, 2016,
being recharacterized as stock when the regulations are issued in final form. The effects of
such a deemed conversion would include the recognition of foreign currency gains with
respect to the debt.
For a more detailed discussion of the proposed regulations under Section 385, see PwC Tax
Insight on: Proposed Treasury Regulations under Section 385 would have profound
impact on related party financing.
For additional information, please contact, please contact Tim Lohnes, Wade Sutton,
Jamal Razavian, or Brian Corrigan.
Treasury regulations
Final loss importation regulations under Sections 362(e)(1) and 334(b)(1)(B)
(T.D. 9759)
Overview
The IRS March 28 published final regulations (T.D. 9759) under Sections 362(e)(1) and
334(b)(1)(B), relating to the importation of net-built-in-loss property (‘importation
property’) in certain nonrecognition transfers. Section 362(e)(1) applies to Section 351
transfers and reorganizations described under Section 368; Section 334(b)(1)(B) applies to
liquidations subject to Section 332.
The final regulations - which largely follow the September 2013 proposed regulations require that taxpayers separately report the fair market value and basis of property
(including stock) described in Sections 362(e)(1)(B) and 362(e)(2)(A) that is transferred in
certain nonrecognition transactions.
The final regulations generally apply to transfers occurring on or after March 28, 2016,
unless completed pursuant to a binding contract in effect prior to that date and at all times
thereafter. The final regulations also apply to transactions occurring before that date
resulting from entity classification elections filed on or after that date. The final regulations
provide that taxpayers may apply these rules to any transaction occurring after October 22,
2004.
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Loss importation transactions
The final regulations are intended to facilitate identifying transactions within the scope of
Sections 334(b)(1)(B), 362(e)(1), and 362(e)(2), referred to as ‘loss importation
transactions’ in both the proposed and final regulations. A loss importation transaction
occurs where the transferee’s aggregate basis in the all of the importation property it
receives from a transferor exceeds the aggregate value of all of the importation property
transferred by such transferor in the Section 362 transaction.
To determine if a transaction is a loss importation transaction, it first is necessary to
determine if transferred property is importation property, using a two-pronged
hypothetical sale approach:

If a transferor’s gain or loss on a sale of the property immediately before the
transaction would not be subject to federal income tax, the first prong of the test
for classification as importation property is satisfied.

If the transferee corporation’s gain or loss on a sale of the transferred property
immediately after the transfer would be subject to federal income tax, the second
prong of the test for classification as importation property is satisfied.
If both prongs of the test are satisfied, the property is classified as importation property.
After importation property is identified, the transferee corporation determines its basis in
the importation property under generally applicable rules, without regard to Sections
362(e)(1) and 362(e)(2). If the aggregate basis exceeds the aggregate value of all
importation property transferred in the transaction, the transaction is a loss importation
transaction, and the anti-loss importation rules effectively mark the transferred property
to market. This results in a fair market value basis for all transferred property in the hands
of the transferee, thereby eliminating any built-in-loss in the transferred property.
The final regulations modify the September 2013 proposed regulations in two substantive
areas.
Tax-exempt transferors of debt-financed property
Under the proposed regulations, when a tax-exempt entity transferred debt-financed
property to a corporate taxpayer, the tax-exempt entity was subject to federal income tax
on the disposition of the property. Accordingly, the property could not be importation
property.
The final regulations modify this approach, in that debt-financed property is treated as
subject to federal income tax in proportion to the amount of the gain or loss that would be
includible in the tax-exempt entity’s unrelated business taxable income under Sections 511
through 514. The final regulations provide that portions of property determined under this
rule generally are treated under the anti-loss importation provisions in the same manner
as portions of property divided to reflect multiple owners of gain or loss on the property
(such as the transfer of property by a partnership to an acquiring corporation).
Transferred basis transaction
The final regulations provide that the transferee’s basis generally is determined by
reference to the transferor’s basis, notwithstanding the application of the anti-loss
importation or anti-loss duplication provisions to a transaction.
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However, with respect to the determination of basis of partnership property under Section
755 when a partnership interest is transferred in a loss-importation transaction, the
determination of basis is not made by reference to the transferor’s basis. This is because
the treatment prescribed under Treas. Reg. secs. 1.755-1(b)(2) and -1(b)(3) - which provide
for basis increases to built-in gain property and basis decreases to built-in loss property is identical to the treatment prescribed under the anti-loss importation provisions.
For a more detailed discussion of the proposed regulations, see “Did you know…?” in This
Month in M&A for September 2013.
For additional information, please contact Wade Sutton, Shawn Hussein, or Byron
Taylor.
Private Letter Rulings
PLR 201611015
The IRS ruled that a purported Section 368(a)(1)(F) reorganization (an F reorganization)
would not be invalidated where the target in such F reorganization effectuated the F
reorganization through an LLC conversion, only to convert back to a corporation in the
same state as it was originally incorporated post F reorganization.
Under simplified facts, OldCo, a state X publicly traded corporation, formed HoldCo A, also
a state X corporation. In turn, HoldCo A formed Merger Sub, a state X corporation.
Subsequently, Merger Sub merged into OldCo with OldCo surviving. In the merger, the
OldCo shareholders exchanged their OldCo shares for HoldCo A shares.
After the merger, OldCo converted into an LLC (Old LLC) treated as a disregarded entity
for US federal tax purposes. These steps, considered together, constituted an F
reorganization of OldCo into HoldCo A. Subsequently, HoldCo A contributed all of its
interest in Old LLC to HoldCo B, a state X wholly owned subsidiary of HoldCo A and Old
LLC then converted back to a corporation under State X law (NewCo).
The IRS ruled that the reincorporation of Old LLC will not prevent the merger of the Merger
Sub into OldCo followed by the deemed liquidation of OldCo from qualifying as a Section
368(a)(1)(F) reorganization.
Observations
Notwithstanding the final regulations under Section 368(a)(1)(F) (Treas. Reg. sec. 1.3682(m)) and other guidance indicating that an ‘F’ reorganization is unique and should stand
alone in a series of integrated steps, questions may arise whether a conversion of a
corporation to a disregarded entity and a subsequent reincorporation in the same state of
incorporation may be viewed as transitory in certain instances.
The statute defines an F reorganization as ‘a mere change in identity, form, or place of
organization of one corporation, however effected.’ Here, the merger followed by the initial
conversion represents a mere change in identity and, thus, a valid F reorganization. The
subsequent conversion of OldCo LLC to a corporation in the same state of incorporation
was regarded as a separate transaction in the PLR and not stepped together to invalidate
the F reorganization. To the extent that the IRS was concerned with the transitory nature
of the conversion, the change in ownership prior to the reincorporation seems to have eased
such concern. The PLR suggests the IRS’ willingness in appropriate situations to respect a
conversion followed by a reincorporation despite its transitory appearance.
For additional information, please contact Tim Lohnes, Henry Miyares or Lilia Doibani.
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PLRs 201613001, 201613002, 201613003
In three identical PLRs, the IRS ruled that a partner who purchased a partnership interest,
where the seller’s prior losses were disallowed, can offset future gains allocated to the buyer
by the losses disallowed to the seller.
In each PLR, a partner, D, sells a partnership interest in Lower Tier Partnership 1 (LTP1)
and Lower Tier Partnership 2 (LTP2) to three separate grantor trusts (the Buyers). D
reported a capital loss on the sale, and a portion of the loss was disallowed under Section
707(b)(1). LTP1 and LTP2 did not have Section 754 elections in place.
LTP1 and LTP2 were required to step down the basis of their assets under Section 743(b)
as a result of the substantial built-in loss rules of Section 743(d). At a later date, LTP1 and
LTP2 recognized gains on the sale of the stepped-down assets. The Buyers requested a
ruling on whether they could reduce all or a portion of the gain allocated to them by their
share of the previously disallowed loss.
Under Section 707(b)(1), no deduction is allowed for sales of property between (1) a
partnership and a person owning, directly or indirectly, more than 50% of the capital
interest, or the profits interest, in such partnership, or (2) two partnerships in which the
same persons own, directly or indirectly, more than 50% of the capital interests or profits
interests. In a subsequent sale by the transferee, Section 707(b)(1) dictates that Section
267(d) applies as if the loss were disallowed under Section 267(a)(1). Under Section 267(d),
the transferee’s gain on a future sale of the property is reduced by the previously disallowed
loss.
Under the facts of the PLRs, when LTP1 and LTP2 sell property that was subject to a
downward basis adjustment, D’s previously disallowed loss could be utilized by each of the
Buyers to offset the gain. The PLRs conclude that the Buyers will recognize gain only to
the extent that the gain allocated exceeds the disallowed loss allocable to the property sold
by LTP1 and LTP2.
Observations
Under Sections 267(a)(1) and 707(a)(1), a loss on the sale of property between related
parties is disallowed. Under Section 267(d), the seller’s disallowed loss in effect is
transferred to the transferor, and the transferor can utilize the disallowed loss to offset
gains on a future disposition of that property.
In the case of these PLRs, the transferor’s disallowed loss was generated on the sale of the
partnership interest, and the taxpayer was permitted to utilize the disallowed loss to offset
gain recognized not only from a future sale of its interests in LTP1 and LTP2, but also from
the sale of assets within LTP1 and LTP2. The IRS thus took an aggregate approach in
applying Section 267(d), by allowing the disallowed loss to follow the assets inside the
partnership at the time of the mandatory stepdown under Section 743(d).
For additional information, please contact Adam Handler, William Floyd, or Lindsey
Cohen.
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Court watch
Sun Capital Partners III LP et al. v. New England Teamsters & Trucking Industry
Pension Fund
Overview
The Sun Capital Partners case highlighted in the August 2013 This Month in M&A is back
in the spotlight with a March 28 decision issued by the US District Court for the District of
Massachusetts, on remand from the US Court of Appeals for the First Circuit (No.
1-10-CV-10921).
The case centered on whether certain private equity funds (“Fund III” and “Fund IV” and
collectively, the “Funds”) were liable for a portfolio company’s pension withdrawal liability,
as determined for Employee Retirement Income Security Act of 1974 (ERISA)
purposes. Either of the Funds would be subject to ERISA withdrawal liability if (1) the
private equity fund was a trade or business and (2) the private equity fund was under
common control with the portfolio company (“SBI”). In its determination of whether the
Funds met the first element of the ERISA withdrawal liability test (trade or business), the
First Circuit’s reference to key federal income tax cases distinguishing trade or business
activities from investment activities caught the tax community’s attention in 2013.
Appellate decision
The First Circuit decision (724 F.3d 129 (1st Cir. 2013)) held that Fund IV was engaged in a
trade or business for pension withdrawal liability purposes (which may be a significant
decision on its own). Some commentators, however, called attention to the fact that the
First Circuit had cited tax cases in its finding to suggest the decision supported extending
the attribution of a trade or business to private equity funds for tax purposes. The First
Circuit remanded the case to the District Court to determine whether Fund III was engaged
in a trade or business and whether there was common control necessary to establish
pension withdrawal liability.
On remand, the District Court found that Fund III was in a trade or business for ERISA
purposes. The court also concluded that the Funds were under common control with the
portfolio company by constructing a partnership-in-fact based, in part, on the Funds’ coinvestment activities involving the portfolio company. While the decision can be viewed as
focusing solely on the pension withdrawal liability issue, the court’s citation to key
partnership tax classification cases raise a question whether the decision could have a
broader tax impact in other situations.
District Court addresses trade or business of Fund III and common control
Trade or business issue. The First Circuit had declined to adopt a common tax definition
of the term ‘trade or business’ and, instead, applied an ‘investment plus’ test. One of several
factors cited by the appellate court was whether the Funds had received an economic
benefit that ‘an ordinary, passive investor would not derive.’ Fund IV had received an
economic benefit of a management fee offset that, along with other factors, was deemed to
meet the investment plus test. The record did not indicate whether Fund III received a
similar economic benefit.
The only question left for the District Court regarding Fund III’s status as a trade or
business was whether Fund III, similar to Fund IV, received a direct economic benefit that
an ordinary, passive investor would not derive. Fund III’s partnership agreement had the
same management fee offset provision as Fund IV’s partnership agreement. The fees that
offset Fund III’s management expense included 30% of the fees paid by SBI to a
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management company affiliate. The District Court relied on this finding, among other
trade or business factors listed by the First Circuit, to conclude that Fund III met the First
Circuit’s investment plus test for trade or business status.
Common control issue. Even with a finding that the Funds were engaged in a trade or
business under the First Circuit’s investment plus test, the Funds would not have been
liable for SBI’s pension withdrawal liability unless they were under common control with
SBI. Under the Code, a parent-subsidiary group of trades or businesses is under common
control. A parent-subsidiary group consists of one or more organizations (including
arrangements classified as partnerships for US federal tax purposes) conducting trades or
businesses through ownership of a controlling interest with a common parent organization.
A controlling interest means 80% or greater control; thus SSB LLC, an LLC which indirectly
held 100% ownership of SBI, was under common control with SBI. The Funds, however,
did not separately have controlling interests and presumably did not have member liability
under state law. Fund IV had a 70% interest and Fund III had a 30% interest in SSB LLC.
Each interest was below the ‘brightline’ control threshold established under the relevant
regulations.
The District Court considered this brightline test, which it viewed as conflicting with the
primary goal of ERISA in ‘protecting employees’ benefits,’ and read into the Multiemployer
Pension Plan Amendments Act (the relevant ERISA provisions imposing pension
withdrawal liability) flexibility to disregard formalities. The court focused on the issue at
hand – the Funds’ pension withdrawal liability, which is a ‘matter of federal substantive
law under ERISA.’ Under federal law and the ‘closely related area of tax law,’ the court did
not rely on organizational formalities and constructed a partnership-in-fact between the
Funds. That partnership-in fact owned 100 percent of SSB LLC, thereby establishing the
common control necessary to attribute pension withdrawal liability to the partnership-infact without a limited liability shield available to the Funds at the SSB LLC level.
Observations
The District Court began its analysis of the partnership-in-fact by discussing ERISA’s
primary goal of protecting employees’ benefits. The court acknowledged the relevance of
tax regulations but focused on the question of ERISA liability under federal law. According
to the court, SSB LLC was merely a vehicle for the coordination of the Funds and simply
another layer in a complex organizational arrangement.
The court looked to leading partnership tax classification cases (Comm’r v. Tower, Comm’r
v. Culbertson, and Luna v. Comm’r) for guidance on how to determine the existence of a
partnership for tax (and ERISA) purposes. According to the District Court, the coinvestment of Fund III and Fund IV were sufficiently coordinated to result in a partnershipin-fact that owned 100% of the interests in SSB LLC and, therefore, a controlling 100%
interest in SBI.
At a minimum, the case is relevant for ERISA purposes and could present potentially
adverse consequences for private equity funds that have significant holdings in portfolio
companies participating in underfunded pension plans. The recent District Court decision
may well be appealed to the First Circuit. The District Court’s decision does not appear to
have fundamentally altered the tests for trade or business status or partnership tax
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classification for more general tax purposes. Nevertheless, the court’s citations to seminal
partnership tax classification cases may spawn additional tax commentary on the topics.
For additional information, please contact Todd McArthur, Judy Daly, John Schmalz, or
Matthew Arndt.
Current trends
Deemed partnership issue
A potential deemed partnership issue should be considered in the context of intercompany
arrangements where the parties share in operating income. This feature is often found in
transactions with respect to tangible property, license of intangibles, or provisions of
services. Importantly, qualified cost sharing arrangements under Treas. Reg. sec. 1.482-7
are not considered partnerships per the regulations.
The profit split method increasingly is used to substantiate income allocation in
intercompany arrangements, as it is a specified transfer pricing method under the US
transfer pricing regulations and the OECD Guidelines.
An agreement between related parties to share operating income (for example, using a
profit split method) could produce significant and unintended adverse tax impact if the
arrangement were considered a partnership for US federal income tax purposes. This issue
is relevant for both US and non-US (inbound) multinationals because arrangements that
are not juridical entities can be and have been treated as partnerships for US federal income
tax purposes. Under IRS guidance and case law, the test generally is whether based on all
surrounding facts and circumstances the parties intend to share net profits as coproprietors. A contractual arrangement that provides for the parties to share net profits
from some enterprise could be treated as a partnership in substance, even if the parties in
form are engaged in some other type of transaction.
Last summer, the stakes on this potential issue increased significantly with the issuance of
the IRS Notice 2015-54, see PwC Tax Insight on Notice 2015-54 announcing the intent to
issue regulations under Section 721(c), generally effective for transfers on or after August
6, 2015. Under the Notice, if related US and foreign persons are deemed to form a
partnership with US appreciated property, the gain in the US contributed property is
immediately recognized unless a number of requirements are met. The Notice can apply
to both US and foreign-based companies - the only requirement is that the partners are
related.
Given the potential adverse US tax consequences, MNCs should take care in designing and
documenting intercompany agreements where a profit split either is used to substantiate
income allocation under the transfer pricing regulations, or is a feature of the operating
agreement between the parties. Depending on the facts, various approaches may be
available to achieve the intended benefit of such structures, while reducing the risks of
partnership treatment. But it is critically important to consider this issue before the
structure is implemented and intercompany agreements are put in place.
For additional information please contact Karen Lohnes, Elizabeth Amoni, Tom Quinn,
Alex Voloshko, Horacio Pena, Greg Ossi, or Marco Fiaccadori.
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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]
Wade Sutton, Washington, DC
Adam Handler, Los Angeles, CA
+1 (202) 346-5188
+1 (213) 356-6499
[email protected]
[email protected]
Henry Miyares, Washington, DC
Todd McArthur, Washington, DC
+1 (202) 312-7595
+1 (202) 312-7559
[email protected]
[email protected]
Elizabeth Amoni, Washington, DC
Tom Quinn, Chicago, IL
+1 (202) 346-5296
+1 (312) 298-2733
[email protected]
[email protected]
Horacio Pena, New York, NY
Alex Voloshko, Boston, MA
+1 (646) 471-1957
+1 (617) 530-4512
[email protected]
[email protected]
Marco Fiaccadori, Washington, DC
Greg Ossi, Washington, DC
+1 (202) 346-5227
+1 (202) 414-1409
[email protected]
[email protected]
William Floyd, Washington, DC
Jon Thoren, Washington, DC
+1 (202) 346-5177
+1 (202) 414-4590
[email protected]
[email protected]
Lindsay Cohen, Washington, DC
Shawn Hussein, Washington, DC
+1 (202) 346-5196
+1 (202) 346-5202
[email protected]
[email protected]
Andrew Gottlieb, Washington, DC
Lilia Doibani, Washington, DC
+1 (202) 346-5079
+1 (202) 312-7546
[email protected]
[email protected]
Byron Taylor, Washington, DC
+1 (202) 312-7641
[email protected]
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This document is for general information purposes only, and should not be used as a
substitute for consultation with professional advisors.
SOLICITATION
© 2016 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.
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