M&A tax recent guidance publications p10

This Month in M&A / Issue 6 / June 2015
Did you know…? p2 / Proposed regulations p5 / Other guidance p6 / PwC’s M&A
publications p10
M&A tax recent guidance
This month features:

IRS reverses position on Rev. Rul. 78-130; issues guidance regarding “triple drop and check”
transaction (Rev. Rul. 2015-9 and Rev. Rul. 2015-10)

Proposed regulations would restrict qualifying income for publicly traded partnership rules

Section 382 limitation not increased by platform contribution transaction payments during
recognition period (FAA 20151701F)

Outbound F reorganization treated as transfer, indirect disposition of intangible property under
Section 367(d) (FAA 20152104F)

IRS is considering changing its practice for PLR requests involving the Section 355 active trade or
business requirement
www.pwc.com
Did You Know…?
Two revenue rulings (Rev. Rul. 2015-9; Rev. Rul. 2015-10) issued May 5 address steptransaction issues involved when the stock of a target corporation is transferred in a
Section 351 exchange prior to a reorganization. The rulings provide useful guidance, but
set forth relatively narrow holdings that may be considered limited to the stated facts.
Taxpayers should make sure their transactions meet the requirements of the intended
subchapter C transaction in order to obtain favorable treatment under Section 367 and
other international tax provisions of the Code.
Background
The IRS generally applies the step-transaction doctrine to a series of formally separate
steps each of which is part of a single, integrated, and prearranged plan in determining
whether the steps, when viewed together, should qualify as a reorganization under
Section 368. See Rev. Rul. 67-274.
In Rev. Rul. 78-130, the IRS applied step-transaction principles to integrate a purported
Section 351 transfer of a target corporation to a transferee corporation followed by a
reorganization of the target with and into a subsidiary of the transferee corporation. In
the ruling, a domestic corporation, P, owned all the issued and outstanding stock of two
foreign corporations, S1 and S2. S2 owned all the issued and outstanding stock of three
foreign corporations, X, Y, and Z.
Pursuant to a prearranged integrated plan, S2 formed a new corporation, N, and
immediately thereafter, P transferred the stock of S1 to S2 in exchange for additional
shares of voting common stock of S2. Immediately thereafter and pursuant to the plan,
S1, X, Y, and Z transferred substantially all their assets and liabilities to N in exchange for
N stock, followed by the liquidation of S1, X, Y, and Z and the distribution of the N stock
they each received in the exchange to S2.
Initial Structure
P
P
S1
S2
X
Y
X
P
Step 2: P transferred
stock of S1 to S2
Step 1:
formation of N
S2
Z
Simultaneous Reorganizations
Contributions
Y
Z
N
S2
S1
X
Y
Step 3: Simultaneously,
S1, X, Y, and Z transferred
Sub All of their assets to N
and liquidated
Z
N
S1
The IRS concluded that because the transaction steps were part of a prearranged,
integrated plan, the steps should not be viewed independently of each other; rather, they
should be considered together as one transaction. Accordingly, when so viewed, N was
treated as if it directly acquired substantially all the assets of S1 in exchange for S2 stock
in a triangular C reorganization.
Commentators have questioned whether the principles of Rev. Rul. 78-130 could be
applied to a fact pattern commonly referred to as a ‘triple drop and check’ transaction, in
which the stock of a target corporation is contributed down three tiers of subsidiaries
followed by a liquidation of the target. Commentators expressed concern that such
principles would deem ‘grandparent’ stock to be issued as taxable consideration in a
direct D reorganization of the target corporation into the lowest-tier subsidiary. See
Horacio Sobol and Benjamin Willis, “PwC Comments on Cash D Reorganizations,” 2009
TNT 228-13 (Nov. 23, 2009).
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Rev. Rul. 2015-9
In Rev. Rul. 2015-9, the IRS analyzed facts identical to those in Rev. Rul. 78-130 and
reversed its prior position, revoking the earlier ruling. Rather than finding a triangular C
reorganization, the IRS now treats P’s transfer of the stock of S1 as a Section 351
exchange, and S1’s transfer of its assets to N followed by S1’s liquidation as a D
reorganization.
At the same time, the new ruling also states that “a transfer of property in an exchange
otherwise described in § 351 will not qualify as a § 351 exchange if, for example, a
different treatment is warranted to reflect the substance of the transaction as a whole.”
Thus, the IRS may apply the step-transaction doctrine where ‘different treatment is
warranted.’ However, the IRS indicates that, under the ruling’s facts, “an analysis of the
transaction as a whole does not dictate that P’s transfer be treated other than in
accordance with its form in order to reflect the substance of the transaction.”
The characterization of a cross-border stock transfer can have significant US tax
implications. Under the outbound stock transfer and gain recognition agreement (GRA)
rules of Treas. Regs. secs. 1.367(a)-3 and -8, a Section 351 transfer followed by a D
reorganization is treated in a different manner than a triangular C reorganization. For
example, an outbound triangular C reorganization of a member of a US consolidated
group (US Sub) into a foreign corporation in exchange for voting stock of the acquirer’s
foreign parent is treated as an indirect stock transfer of foreign stock (see Regs. secs.
1.367(a)-3(d)(1)(iv) and -3(d)(2)(vii)(A)(1)) for which a GRA can be filed.
However, a different result obtains under Rev. Rul. 2015-9 if the form of the transaction
is first a contribution of the US Sub stock to the foreign parent in exchange for voting
stock of the foreign parent, followed by the foreign parent’s contribution of the US Sub
stock to a foreign acquiring subsidiary, followed by a merger of US Sub into the foreign
acquiring subsidiary. Under the paradigm set forth in the new ruling, this form of the
transaction first results in an outbound Section 351 transfer of domestic (not foreign)
stock. This approach makes the ability to defer the gain in the US Sub stock by entering
into a GRA much more difficult, because this characterization requires satisfaction of all
the tests contained in the domestic stock transfer rules of Reg. sec. 1.367(a)-3(c).
In cases where the target is a foreign corporation, Rev. Rul. 2015-9 would not cause
greater difficulty deferring the gain realized in the transferred stock. However, the ruling
changes the way the GRA must be drafted. For transactions previously characterized
under Rev. Rul. 78-130 as triangular C reorganizations, the GRA needed to be written to
reflect an indirect stock transfer. For transactions characterized under the new ruling,
the GRA must be written to reflect an outbound Section 351 transfer followed by a D
reorganization of the transferred corporation. The D reorganization is a triggering event
qualifying for a triggering event exception (see Reg. sec. 1.367(a)-8(k)(6)(iii)).
Caution: The ruling illustrates the need to consider how the various cross-border
provisions-including Sections 367(a), (b), (d), and (e); 904(f)(3); and 1248(f)-affect a
transaction, and how to properly structure the form of a transaction to obtain favorable
US tax results.
The IRS states that it will not apply Rev. Rul. 2015-9 to challenge a position taken by a
taxpayer that reasonably relied on the conclusions in Rev. Rul. 78-130 prior to May 5,
2015 with respect to a transaction that occurs on or before that date, or a transaction that
is effected pursuant to a written agreement (subject to customary conditions) that is
binding on May 5, 2015 and at all times thereafter until the date the transaction is
completed, provided that none of the purported acquiring corporation, issuing
corporation, and transferor corporation (and each of their shareholders) treated the
transaction inconsistently for federal income tax purposes.
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Rev. Rul. 2015-10
In Rev. Rul. 2015-10, the IRS treated a ‘triple drop and check’ transaction as two Section
351 exchanges followed by a D reorganization. In the ruling, P owns all the interests in
LLC, a domestic limited liability company treated as a corporation for US federal income
tax purposes. P also owns all the stock of S1. S1 owns all the stock of S2, which owns all
the stock of S3, which owns all the stock of S4. In the ruling, (i) P transferred LLC to S1;
(ii) S1 transferred LLC to S2; (iii) S2 transferred LLC to S3; and (iv) LLC elected to be
treated as a disregarded entity.
Initial Structure
‘Triple drop and check’
P
LLC
P
S1
LLC
Ending Structure
P
S1
S2
S2
S3
S3
LLC
S1
S2
S3
LLC
The IRS treated the first two transfers, by P and S1, as Section 351 exchanges. With
regard to S2’s transfer of LLC to S3 and LLC’s election to be treated as a disregarded
entity, the IRS treated the combined steps as a D reorganization of LLC into S3 rather
than as a Section 351 exchange followed by a Section 332 liquidation.
Observations: This ruling is consistent with PLRs 201150021 and 201252002 and
provides some clarity as to a transaction that arguably could be recast in numerous ways
with differing basis (and, in some cases, GRA) consequences. For example, prior to this
ruling’s issuance, other potential characterizations included (1) three Section 351
transfers followed by a Section 332 liquidation, and (2) one Section 351 transfer followed
by a triangular C reorganization. Furthermore, there has been concern that a ‘triple drop
and check’ transaction could be viewed as a direct D reorganization of LLC into S3 in an
‘all boot D reorganization.’ In that potential characterization, S1 stock would be deemed
contributed through the chain to S3, which then used such S1 stock to acquire LLC in a D
reorganization. The S1 stock would be considered ‘grandparent’ stock and thus would be
treated as boot in the D reorganization.
General observations
Rev. Rul. 2015-9 and Rev. Rul. 2015-10 provide useful guidance to taxpayers with respect
to application of the step-transaction doctrine. Most importantly, Rev. Rul. 2015-10
clarifies that an ‘all boot D reorganization’ is not the appropriate characterization for a
‘triple drop and check’ transaction.
Each ruling rests on the stated facts and sets forth narrow holdings that may not be
deemed as extending beyond those facts. For example, as noted above, Rev. Rul. 2015-9
states that “even though P’s transfer and S1’s transfer and liquidation are steps in a
prearranged, integrated plan that has as its objective the consolidation of S-1 and the
other operating companies in N, an analysis of the transaction as a whole does not dictate
that P’s transfer be treated other than in accordance with its form in order to reflect the
substance of the transaction.” Based on this language, it appears that the IRS might
apply the step-transaction doctrine to reach a different result when analyzing different
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facts involving a series of formally separate steps that are all part of a single, integrated,
and prearranged plan.
For additional information, please contact Tim Lohnes, Horacio Sobol, or Brian
Corrigan.
Proposed Regulations
Proposed Section 7704(d)(1)(E) regulations
The IRS on May 5 issued proposed regulations (REG-132634-14) under Section
7704(d)(1)(E) regarding qualifying income derived from certain activities with respect to
minerals or natural resources by a publicly traded partnership (PTP). This proposed
guidance was released shortly after the IRS lifted its one-year pause on private letter
rulings requested in connection with that provision. The proposed regulations are
intended to clarify the IRS’s position as to what constitutes qualifying activities from
those activities enumerated at Section 7704(d)(1)(E).
The new rules are proposed to apply to income earned by a PTP in a taxable year
beginning on or after the date of publication of final rules. In specific situations, the
proposed regulations also provide a transition period to treat income earned by a PTP as
qualifying income on a prospective basis for a 10-year period following publication of
final regulations.
Background
Section 7704(a) provides that, as a general rule, PTPs are treated as corporations.
However, Section 7704(c) provides an exception from this rule if 90 percent or more of
the partnership’s gross income is qualifying income. Qualifying income generally is
passive-type income, such as interest, dividends, and rent. However, Section
7704(d)(1)(E) provides that qualifying income also includes income and gains derived
from the exploration, development, mining or production, processing, refining,
transportation, or marketing of minerals or natural resources.
Proposed regulations
The proposed regulations would provide that activities generating qualifying income
(qualifying activities) include (1) the exploration, development, mining or production,
processing, refining, transportation, or marketing of minerals or natural resources
(Section 7704(d)(1)(E) activities) and (2) certain limited support activities that are
intrinsic to such activities. The proposed regulations provide an exclusive list of
operations that comprise Section 7704(d)(1)(E) activities, and also define exploration,
development, mining or production, processing, refining, transportation, or marketing of
minerals or natural resources for purposes of qualifying income.
Note: the proposed regulations would provide a definition of processing more restrictive
than that traditionally understood by the industry. Also, the proposed regulations would
exclude ancillary/oilfield support services from the definitions proposed for Section
7704(d)(1)(E) activities and instead would produce a specific framework for determining
whether such services are qualifying intrinsic activities.
Transition rule
The proposed regulations would provide relief for PTPs impacted by the proposed new
rules. Effectively, the proposed regulations would provide that a partnership may treat
income from an activity as qualifying income for 10 years after final regulations are
published if:

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The PTP has obtained a private letter ruling from the government prior to
publication of the final regulations providing that the activities addressed give
rise to qualifying income under Section 7704(d)(1);
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
Prior to May 6, 2015, the PTP was engaged in the activity and treated the activity
as giving rise to qualifying income, and such income was qualifying income under
the statute as reasonably interpreted prior to issuance of the proposed
regulations; or

The partnership is publicly traded and engages in the activity after May 6, 2015
but before the date final rules are published and the income from that activity is
qualifying income under the proposed regulations.
Note: Under the preamble to the regulations, while ‘reasonably interpreted’ takes into
account legislative history and prior guidance by the IRS, a position on the activity that
relies on a reasonable-basis standard is specifically excluded from the transition relief.
Observations
Although in proposed form, the draft regulations have the potential to impact certain
PTPs. The regulations seek to clarify current IRS positions with respect to qualified
income activities that have given rise to many questions in the past. As the proposed
regulations would rely heavily on engineering concepts with respect to the impacted
industries, questions are likely to arise as impacted taxpayers evaluate their own
processes and how such processes would be treated under the proposed regulations.
Accordingly, taxpayers may want to consult with their advisors to determine what impact
the proposed regulations might have on their status as a PTP, or what opportunity may be
available to pursue that model, and whether any potential transition relief may be
required.
The IRS has provided a 90-day period for filing comments on the proposed regulations.
Given the engineering complexity of these activities and a shift in traditional industry
interpretations of certain processes, many taxpayers will want to provide comments to
address questions and concerns raised by the proposed regulations. Some PTPs that
would be directly impacted by provisions of the proposed regulations have made public
statements about their intent to participate in the comment process.
For additional information, please contact Elizabeth Amoni, Gretchen Van Brackle, or
Adam Furst.
Other guidance
FAA 20151701F
In this Field Attorney Advice (FAA), the IRS concluded that a platform contribution
transaction (PCT) payment received by a loss corporation in connection with a transfer of
rights in intangible property (IP) should not be treated as recognized built-in gain (RBIG)
for purposes of Section 382.
Background
In the FAA, a corporate US taxpayer acquired all the outstanding stock of a loss
corporation, and the loss corporation liquidated into the taxpayer. Taxpayer and its Irish
subsidiary were parties to a cost-sharing agreement (CSA). The CSA and the cost-sharing
methods described in temporary regulations under Section 482 at the time of the
acquisition required the taxpayer to make a PCT payment of the loss corporation’s IP to
the CSA in exchange for a PCT payment from the Irish subsidiary to the taxpayer.
Although the facts are not clear, it appears that the IRS analyzed the PCT payment as a
license of the relevant IP, as opposed to a sale. The CSA also granted the Irish subsidiary
rights to sell certain products relating to the IP.
Generally, Section 382 restricts a corporation’s ability to utilize its net operating losses
(NOLs) following a substantial ownership change. The Section 382 limitations generally
may be increased by RBIG to the extent that during the five-year period subsequent to the
ownership change, either (1) the loss corporation recognizes gain on the disposition of
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any asset that had a built-in gain on the date of the ownership change or (2) the loss
corporation takes into account any item of income that is attributable to periods before
the ownership change.
Taxpayer, IRS positions
The taxpayer argued that the PCT payment should be treated as RBIG because the PCT
effectively resulted in a sale for purposes of Section 382(h)(2) as the license was an
‘economic disposition’ of the IP. Alternatively, the taxpayer argued that the income from
the PCT payment that was recognized in the first year after the ownership change
economically accrued prior to the ownership change under Section 382(h)(6).
The IRS disagreed on both counts. First, the IRS disagreed that any license of property
should be treated as a sale under Section 382; instead the IRS concluded that the
transaction was not an ‘economic disposition’ of the IP rights because the IP was licensed
on a non-exclusive basis and either party could terminate the license on 60 days written
notice, which would cause the taxpayer to reacquire the IP rights held by the Irish
subsidiary. Second, the IRS disagreed that the income was attributable to periods prior
to the ownership change, on the grounds that the income was earned only when the IP
rights were provided to the Irish subsidiary.
Observations
Although the FAA was partially redacted, it appears the taxpayer was attempting to reject
the Section 338 approach set forth in Notice 2003-65 and instead sought to treat the full
PCT payment as RBIG in the first year after the ownership change. The FAA’s discussion
of litigation hazards was fully redacted; however, in an FSA issued prior to Notice 200365, under similar facts, the IRS indicated that “[a] court is likely to conclude that the
income from the license agreements is attributable to the pre-change net unrealized builtin gain (NUBIG) and therefore should be treated as [RBIG] for purposes of [section
382].” Query whether the issuance of Notice 2003-65 should affect a court’s view of this
issue and whether other strategies may be employed to treat PCT payments as RBIG.
For additional information, please contact Gabe Gartner, Wade Sutton, or Nathan
Jerkins.
FAA 20152104F
In heavily redacted field attorney advice, the IRS treated an outbound F reorganization as
a transfer and indirect disposition of intangible property under Section 367(d). As a
result, the US corporation that undertook the outbound F reorganization was required to
recognize gain based on the value of its intangibles as a lump sum at the time of the
reorganization (rather than recognizing the gain over the life of the intangibles),
presumably to the extent that its stock was owned by a controlled foreign corporation
(CFC). This conclusion would be consistent with the IRS position in previously issued
chief counsel advice (CCA 201321018). See the June 2013 edition of This Month in M&A
for a more in-depth discussion of the CCA.
Facts
Although the facts are completely redacted in the FAA, it appears that a domestic
corporation (US Target) that recently had been acquired by a CFC (Foreign Parent)
engaged in an outbound F reorganization, thereby becoming a foreign corporation
(Foreign Target). In the reorganization, under Reg. sec. 1.367(a)-1T(f), US Target first is
deemed to transfer all its assets, including its intangibles, to Foreign Target in exchange
for Foreign Target stock. Second, US Target is treated as distributing the Foreign Target
stock to its shareholder, Foreign Parent, in exchange for the stock of US Target.
The IRS and taxpayer agreed that Section 367(d) applies to US Target’s deemed transfer
of its intangibles to Foreign Target. The question was whether a disposition (related to
US Target’s deemed transfer of Foreign Target stock to its shareholder) followed the
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transfer of intangibles, requiring US Target to recognize gain on the value of the
intangibles as a lump sum at the time of the disposition, rather than over the life of the
intangible.
Section 367(d)
Section 367(d) applies to the transfer of intangible property to a foreign corporation in an
exchange described in Sections 351 or 361. Section 367(d)(2) treats the US transferor in
such an exchange as having sold the intangible property in exchange for payments that
are contingent upon the productivity, use, or disposition of such property.
The ‘general rule’ in Section 367(d)(2)(A)(ii)(I) requires such payments to be taken into
account over the life of the intangible. However, in the case of a subsequent disposition
of the intangible property (whether direct or indirect), the ‘disposition rule’ in Section
367(d)(2)(A)(ii)(II) generally takes into account the payments as a lump sum at the time
of the disposition. The disposition rule effectively accelerates income into the year of
disposition.
The regulations under Section 367(d) provide exceptions to the disposition rule in the
case of certain dispositions to related parties. As relevant to the FAA, Reg. sec. 1.367(d)1T(e)(3) provides that if the subsequent disposition is to a foreign person related to the
US transferor, then the US transferor shall continue to include in its income the deemed
payments over the life of the intangible under the general rule.
Generally, the exceptions for subsequent dispositions to related persons in the
regulations are illustrated in the context of an initial Section 351 transfer of the intangible
property, followed by a later transfer of the stock of the foreign corporation. The
regulations do not address whether a foreign parent corporation could recognize a
deemed royalty under Section 367(d), or whether a domestic entity, such as the US
shareholder of Foreign Parent in the FAA, could choose to recognize the entire deemed
Section 367(d) royalty to avoid immediate gain recognition.
In Notice 2012-39, the IRS announced its intention to issue regulations under Section
367(d) addressing this issue. The Notice provides that if a US transferor in an outbound
asset reorganization distributes the stock of the foreign transferee corporation to a socalled ‘qualified successor,’ the US transferor generally will not recognize immediate
income under the disposition rule, and the qualified successor will continue to take the
deemed royalty into account over the life of the intangible property under the general
rule. Foreign corporations are not considered qualified successors. Thus, if the US
transferor distributes the foreign transferee stock to a foreign corporation, the regulations
would require the US transferor to recognize gain realized with respect to the transferred
intangible property under the disposition rule.
IRS Conclusion in FAA
Consistent with CCA 201321018, the IRS treated the F reorganization as a transfer and
indirect disposition of intangible property under Section 367(d), requiring US Target to
recognize gain based on the value of its intangibles as a lump sum at the time of the F
reorganization. The IRS analysis in this FAA is predicated on the separation of US
Target’s deemed Section 361(a) transfer of its intangibles, and US Target’s deemed
Section 361(c) distribution of Foreign Target stock.
In reaching this conclusion, the IRS rejected the taxpayer’s attempt to apply the exception
to the disposition rule under Reg. sec. 1.367(d)-1T(e)(3), reasoning that because the US
Transferor (US Target) no longer exists, it cannot continue to include in income the
deemed royalty payments as if the subsequent transfer had not occurred.
For more information, please contact Tim Lohnes, Marty Hunter, or Brian Corrigan.
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IRS position regarding Section 355 Spinoff Rulings
On May 19, an IRS official publicly stated that the IRS is considering a change in its ruling
practice for private letter ruling requests involving Section 355 tax-free spinoff active
trade or business (ATOB) requirement questions while it studies how much ATOB is
sufficient. The IRS has received questions with respect to transactions where the ATOB
of the distributing corporation or the controlled corporation is minimal in value
compared to other assets of such corporation.
ATOB requirement
Section 355 requires that both the distributing and controlled corporations be engaged in
the active conduct of a trade or business immediately following a Section 355
distribution. The current Section 355 regulations state that an ATOB requires a specific
group of activities being carried on by the corporation for the purpose of earning income
or profit, and that the activities included in such group include every operation that forms
a part of, or a step in, the process of earning income or profit, including the performance
of substantial management and operational functions.
The regulations state that whether an ATOB exists will be determined based on all the
facts and circumstances. Notably, Rev. Rul. 73-44 states that there is no requirement in
Section 355(b) that a specific percentage of the corporation’s assets must be devoted to
the ATOB. The IRS at one time required for advance ruling purposes that the value of the
business being relied on must constitute at least five percent of the fair market value of
the corporation. However, the IRS suspended that approach in 2003 in connection with
its policy of moving away from advance rulings on factual aspects of Section 355
transactions in general.
Thus, the size of the ATOB relative to the entirety of the business has become a sharply
debated issue. Where the stakes are high, taxpayers have consistently requested rulings
that the business is sufficient to satisfy the ATOB requirement.
Several spin-offs commonly referred to as “Opco-Propco” transactions recently have
received favorable Section 355 rulings, the first being PLR 201337007. (See the October
2013 edition of This Month in M&A for a discussion of PLR 201337007.) Taxpayers
generally seek PLRs with respect to such transactions as the ATOB being relied on by the
corporation holding real estate assets may be of relatively small value.
Observations
In light of the IRS official’s announcement, the direction of the IRS’s ruling practice in
this area is unclear. Taxpayers should not expect the IRS to consider any new ruling
requests at this time. Further, it is not certain how previously submitted ruling requests
will be affected. Going forward, some possible IRS approaches include (1) abstaining
from issuing rulings in this area; (2) reinstating the five-percent requirement that existed
for advance ruling practices prior to 2003; or (3) issuing new guidance in this area. It is
expected that the IRS will provide more clarity in the near future as to how it will conduct
its ruling practice in this area.
For more information, please contact Derek Cain, Bruce Decker, or Brian Corrigan.
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PwC’s M&A publications
In an article titled (Ir)recoverable Basis in Outbound Intangible Transfers, published in
Tax Notes (May 12, 2015), PwC author Gabe Gartner argues that until the treatment of
tax basis in outbound transfers of intangible property is clarified by regulations or other
guidance, taxpayers shouldn’t assume that their tax basis is irrecoverable.
In an article titled The Wheels Come Off: Allocation of E&P in a Spinoff from the Middle
of a Consolidated Group, published in Corporate Taxation (May/June 2015), PwC
authors Olivia Ley and Brandon Fleming discuss the allocation of earnings and profits in
a Section 355 distribution within a consolidated group.
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]
Derek Cain, Washington, DC
Horacio Sobol, Washington, DC
+1 (202) 414-1016
+1 (202) 312-7656
[email protected]
[email protected]
Gabe Gartner, San Jose, CA
Wade Sutton, Washington, DC
+1 (408) 808-2901
+1 (202) 346-5188
[email protected]
[email protected]
Bruce Decker, Washington, DC
Elizabeth Amoni, Washington, DC
+1 (202) 414-1306
+1 (202) 346-5296
[email protected]
[email protected]
Meryl Yelen, Los Angeles, CA
Gretchen Van Brackle, Washington, DC
+1 (202) 346-5175
+1 (202) 414-4622
[email protected]
[email protected]
Nathan Jerkins, Washington, DC
Adam Furst, Washington, DC
+1 (202) 414-1357
+1 (202) 312-7901
[email protected]
[email protected]
Marty Hunter, Washington, DC
Brian Corrigan, Washington, DC
+1 (202) 312-7778
+1 (202) 414-1717
[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.
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