2006 Ruling 2005-0158461R3 - Single-wing butterfly - XXXXXXXXXX

Please note that the following document, although believed to be correct at the time of issue, may not represent the current position of the CRA.
Prenez note que ce document, bien qu'exact au moment émis, peut ne pas représenter la position actuelle de l'ARC.

Principal Issues: Standard single-wing butterfly - No unusual issues

XXXXXXXXXX 2005-015846

XXXXXXXXXX, 2006

Dear XXXXXXXXXX:

Subject: XXXXXXXXXX ("DC") - Advance Income Tax Ruling Request

This is in reply to your letter of XXXXXXXXXX, as modified by your other correspondence, wherein you requested an advance income tax ruling on behalf of the above-noted taxpayer. You have advised us that to the best of your knowledge and that of the taxpayer involved none of the issues involved in this ruling request are:

(i) in an earlier return of the taxpayer or any related person;

(ii) being considered by a tax services office ("TSO") or taxation centre ("TC") in connection with a previously filed tax return by the taxpayer or any related person;

(iii) under objection by the taxpayers or any related person;

(iv) before the courts or, if a judgment has been issued, the time limit for appeal to a higher court has expired; or

(v) the subject of a ruling previously issued by the Income Tax Rulings Directorate.

The taxpayer has also represented that the proposed transactions described herein will not result in the taxpayer or any related person described herein being unable to pay its existing outstanding tax liabilities.

DEFINITIONS

In this letter, all monetary amounts are expressed in Canadian dollars unless otherwise indicated, and the following terms or expressions have the meaning specified:

(a) "Act" means the Income Tax Act, R.S.C. 1985 (5th Supp.) c.1, as amended from time to time and consolidated to this date of this letter, and unless otherwise expressly stated, every reference herein to a part, section or subsection, paragraph or subparagraph, clause or subclause is a reference to the relevant provision, and the Income Tax Act Regulations thereunder are referred to as the "Regulations";

(b) "adjusted cost base" ("ACB") has the meaning assigned by section 54;

(c) "agreed amount" means the amount agreed on by the transferor and transferee in respect of an eligible property in an election filed pursuant to subsection 85(1);

(d) "arm's length" has the meaning assigned by subsection 251(1);

(e) "BN" means the tax identification number assigned by the CRA to the particular entity;

(f) "Canadian-controlled private corporation" ("CCPC") has the meaning assigned by subsection 125(7);

(g) "capital property" has the meaning assigned by section 54;

(h) "Companies Act" means XXXXXXXXXX;

(i) "CRA" means the Canada Revenue Agency;

(j) "distribution" has the meaning assigned by subsection 55(1);

(k) "dividend refund" has the meaning assigned by subsection 129(1);

(l) "dividend rental arrangement" has the meaning assigned by subsection 248(1);

(m) "eligible property" has the meaning assigned by subsection 85(1.1);

(n) "fair market value" ("FMV") means the highest price available in an open and unrestricted market, between informed prudent parties, acting at arm's length and with no compulsion to act, expressed in terms of cash;

(o) "forgiven amount" has the meaning assigned by subsections 80(1) and 80.01(1);

(p) "Newco" means the taxable Canadian corporation to be incorporated by Sibling2 as described in Paragraph 8;

(q) "paid-up capital" has the meaning assigned by subsection 89(1);

(r) "Paragraph" refers to a numbered paragraph in this advance income tax ruling;

(s) "Parent" means XXXXXXXXXX, now deceased;

(t) "proceeds of disposition" ("POD") has the meaning assigned by section 54;

(u) "Proposed Transactions" means the transactions described in Paragraphs 8 to 14;

(v) "refundable dividend tax on hand" ("RDTOH") has the meaning assigned by subsection 129(3);

(w) "related person" has the meaning assigned by section 251;

(x) "series of transactions or events" includes the transactions or events referred to in subsection 248(10);

(y) "Sibling1" means XXXXXXXXXX, an individual resident in Canada for the purposes of the Act;

(z) "Sibling2" means XXXXXXXXXX, an individual resident in Canada for the purposes of the Act;

(aa) "Sibling3" means XXXXXXXXXX, an individual resident in Canada for the purposes of the Act;

(bb) "Sibling4" means XXXXXXXXXX, an individual resident in the U.S. for the purposes of the Act;

(cc) "SIN" means Social Insurance Number;

(dd) "specified investment business" has the meaning assigned by subsection 125(7);

(ee) "taxable Canadian corporation" has the meaning assigned by subsection 89(1); and

(ff) "taxable dividend" has the meaning assigned by subsection 89(1).

FACTS

1. DC is a taxable Canadian corporation and a CCPC. DC was incorporated under the Companies Act by Letters Patent of Incorporation dated XXXXXXXXXX. Supplementary Letters Patent were issued to DC on XXXXXXXXXX. Articles of Amendment were issued to DC on XXXXXXXXXX. DC's BN is XXXXXXXXXX and it has a XXXXXXXXXX taxation year. DC deals with the XXXXXXXXXX TSO and files its federal corporate tax returns at the XXXXXXXXXX TC.

2. The authorized capital of DC consists of:

(a) a maximum number of XXXXXXXXXX Class A preferred shares ("Class A Shares");

(b) a maximum number of XXXXXXXXXX Class B preferred shares ("Class B Shares");

(c) an unlimited number of Class C preferred shares ("Class C Shares"); and

(d) a maximum number of XXXXXXXXXX common shares ("Common Shares").

The Common Shares entitle the holders to one vote per share, to receive dividends as and when declared by the directors of DC and to share in the remaining property of DC upon its dissolution. The Class A Shares entitle the holders to one vote per share and to receive non-cumulative dividends as and when declared by the directors of DC. The redemption amount of each Class A Share is $XXXXXXXXXX per share. Upon dissolution of DC, the holders of Class A Shares are entitled, in priority to all other shares, to payment of the amount for which their shares were issued, together with all dividends declared but unpaid. The Class C Shares are non-voting, non-cumulative, non-participating, redeemable preferred shares. Upon dissolution of DC, the holders of Class C Shares are entitled, after payment of amounts owed to holders of Class A Shares and Class B Shares, to payment of the amount for which their shares were issued, together with all dividends declared but unpaid.

3. Currently, there are XXXXXXXXXX Class A Shares and XXXXXXXXXX Common Shares of DC issued and outstanding, which are owned as follows:

Shareholder		Common Shares	Class A Shares	% of Votes

Sibling1		XXXXXXXXXX 		XXXXXXXXXX 		XXXXXXXXXX
Sibling2		XXXXXXXXXX 		XXXXXXXXXX 		XXXXXXXXXX
Sibling3		XXXXXXXXXX 		XXXXXXXXXX 		XXXXXXXXXX
Sibling4		XXXXXXXXXX 		XXXXXXXXXX 		XXXXXXXXXX 

The shares of DC are held by each of the shareholders as capital property. DC is controlled by Sibling1.

4. Prior to XXXXXXXXXX, the issued shares of DC were owned by Parent and a family trust ("Trust") established for the benefit of Parent's XXXXXXXXXX children. Parent died on XXXXXXXXXX. Immediately before Parent's death, there were XXXXXXXXXX Class A Shares and XXXXXXXXXX Class C Shares of DC owned by Parent and XXXXXXXXXX Common Shares of DC held by Trust. As a consequence of Parent's death, the XXXXXXXXXX Class C Shares of DC were transferred by Parent's estate to Spouse and the XXXXXXXXXX Class A Shares of DC were transferred to Sibling1. At this same time, the XXXXXXXXXX Common Shares of DC were also distributed equally among Parent's XXXXXXXXXX children (i.e. XXXXXXXXXX each). Following Parent's death, XXXXXXXXXX of Parent's XXXXXXXXXX children sued Parent's estate and the settlement of this lawsuit resulted in DC's purchase for cancellation of the XXXXXXXXXX Common Shares owned by these XXXXXXXXXX children. The remaining XXXXXXXXXX Common Shares of DC were owned equally by Sibling1, Sibling2, Sibling3 and Sibling4.

5. In XXXXXXXXXX, the capital of DC was reorganized such that the XXXXXXXXXX Common Shares were converted into XXXXXXXXXX Common Shares (owned equally by Sibling1, Sibling2, Sibling3 and Sibling4). Following this share conversion, DC purchased for cancellation XXXXXXXXXX Common Shares in XXXXXXXXXX. In XXXXXXXXXX, an additional XXXXXXXXXX Common Shares of DC were purchased for cancellation, and in XXXXXXXXXX DC purchased for cancellation XXXXXXXXXX of its common shares, leaving the balance of XXXXXXXXXX Common Shares. Each of these share purchases were done for reasons independent to, and without regard or knowledge of, the proposed distribution by DC and as such were not undertaken in contemplation of the proposed distribution by DC. Further, the proposed distribution by DC would have taken place whether or not these share purchases took place.

6. In December XXXXXXXXXX, DC redeemed XXXXXXXXXX Class C Shares. In XXXXXXXXXX, Spouse also made an application to the XXXXXXXXXX seeking an order compelling DC to have all her Class C Shares redeemed or alternatively, to have DC wound-up. Spouse's application named DC, Sibling1, Sibling2, Sibling3 and Sibling4 as respondents. On XXXXXXXXXX, the XXXXXXXXXX ordered DC to redeem all of the issued Class C Shares for a redemption price of $XXXXXXXXXX per share (i.e. $XXXXXXXXXX in the aggregate) by XXXXXXXXXX. DC appealed the decision, however, on XXXXXXXXXX, the XXXXXXXXXX dismissed the DC's appeal and ordered that either all of DC's Class C Shares be redeemed by DC by XXXXXXXXXX, or that DC be wound-up. On XXXXXXXXXX, the remaining XXXXXXXXXX Class C Shares were redeemed by DC. Each of these share redemptions were done for reasons independent to, and without regard or knowledge of, the proposed distribution by DC and as such were not undertaken in contemplation of the proposed distribution by DC. Further, the proposed distribution by DC would have taken place whether or not these share redemptions took place.

7. The only activity of DC involves the investment of its funds. The assets of DC consist of cash, marketable securities, which include a small number of units of a publicly traded limited partnership referred to as XXXXXXXXXX, and advances to shareholders. The marketable securities are capital property to DC. The liabilities of DC consist of income taxes payable and other accounts payable including fees for professional services. DC also has a bank loan outstanding in the amount of $XXXXXXXXXX, which was incurred as a result of its requirement under the court order described in Paragraph 6 to redeem the XXXXXXXXXX Class C Shares. The bank loan was not undertaken in contemplation of the proposed distribution by DC and the proposed distribution by DC would have taken place whether or not DC obtained the bank loan.

PROPOSED TRANSACTIONS

8. Sibling2 will incorporate a new corporation ("Newco") under the Companies Act. Newco will be a taxable Canadian corporation and a CCPC. The authorized capital of Newco will consist of an unlimited number of voting common shares ("Newco Common Shares"); an unlimited number of voting Class A preference shares ("Newco Class A Shares"); and an unlimited number of non-voting Class B preference shares ("Newco Class B Shares"). The Newco Class A Shares and Newco Class B Shares will be redeemable and retractable for an amount that is specified to be equal to the fair market value of the net consideration for which such class of shares are issued, as determined by the directors of Newco at the time such class of shares are issued. The holders of Newco Common Shares and Newco Class A Shares and Newco Class B Shares will be entitled to non-cumulative dividends at a discretionary rate, as and when declared by the directors.

No shares of Newco will be issued on incorporation.

9. Sibling2 will transfer her XXXXXXXXXX Common Shares of DC to Newco. As consideration therefor, Newco will issue a number of Newco Common Shares having an aggregate fair market value equal to the aggregate fair market value of the XXXXXXXXXX Common Shares of DC transferred to Newco.

Sibling2 and Newco, will jointly elect, in prescribed form and within the time limits referred to in subsection 85(6), to have the rules in subsection 85(1) apply to the transfer of Sibling2's Common Shares of DC to Newco. The amount agreed upon in each election will be equal to or greater than the lesser of the amounts described in subparagraphs 85(1)(c.1)(i) and (ii) and will be less than the fair market value of such transferred shares.

For the purposes of the Act, the increase to the PUC of the Newco Common Shares issued as consideration for the Common Shares of DC so transferred to it by Sibling2 will not exceed the amount of PUC attributable to the Common Shares of DC for which the Newco Common Shares were issued.

10. Immediately before the transfer of property described in Paragraph 12, the property owned by DC will be classified into the following three types of property for the purposes of the definition of "distribution" in subsection 55(1), as follows:

(a) cash or near-cash property, comprising all of the current assets of DC, including cash, marketable securities and advances to shareholders;

(b) investment property, comprising all of the assets of DC, other than cash or near-cash property, any income from which would, for purposes of the Act, be income from property or from a specified investment business; and

(c) business property, comprising all of the assets of DC, other than cash or near-cash property, any income from which would, for purposes of the Act, be income from an active business carried on by DC (other than a specified investment business) including any goodwill.

For greater certainty, for purposes of this distribution:

(a) tax accounts of DC, such as the balance of non-capital losses, net capital losses, RDTOH and/or CDA, if any, will not be considered property;

(b) no amount will be considered to be a liability unless it represents a true legal liability which is capable of quantification; and

(c) the amount of any deferred income tax will not be considered a liability for the purposes of the Proposed Transactions.

11. In determining the net FMV of each of the three types of property of DC immediately before the transfers of property described in Paragraph 12, the liabilities of DC will be allocated to, and will be deducted in the calculation of the net FMV of each type of property of DC in the following manner:

(a) current liabilities of DC (including the current portion of any long-term debt) will be allocated to each cash or near-cash property in the proportion that the FMV of each such property is of the FMV of all cash or near-cash property owned by DC. The amount of current liabilities so allocated will not exceed the aggregate FMV of all cash or near-cash property of DC. To the extent that the total amount of current liabilities to be allocated to DC's cash or near cash property does exceed the total FMV of all DC's cash or near cash property, DC will be considered to have a negative amount of cash or near cash property;

(b) liabilities, other than current liabilities, of DC that relate to a particular property will be allocated to that particular property (and effectively to the type of property to which the particular property belongs) to the extent of its FMV. Any excess of such liabilities over the FMV of a particular property and liabilities that pertain to a particular type of property, but not to a particular property, will then be allocated to that particular type of property, but not in excess of the net FMV of such type of property. To the extent that the total amount of liabilities that are to be allocated to a particular type of property as described herein actually exceeds the total FMV of that type of property, DC will be considered to have a negative amount of that type of property; and

(c) if any liabilities remain after the allocations described in (a) and (b) are made ("excess unallocated liabilities"), such excess unallocated liabilities will then be allocated to the cash or near cash property, investment property and business property, if any, of DC, based on the relative net FMV of each type of property prior to the allocation of such excess unallocated liabilities. However, where DC is considered to have a negative amount of a type of property because of (a) or (b), for the purposes of allocating those remaining liabilities, the net FMV of that type of property will be deemed to be nil resulting in none of those excess unallocated liabilities being allocated to that type of property.

Based on the types of property classifications described in Paragraph 10, and after the allocation of DC's liabilities described in this Paragraph, it is anticipated that DC will only have cash and near cash property at the time of the transfers of property described in Paragraph 12.

12. DC will transfer to Newco, its pro rata portion of each of the three types of property of DC. It is the intention that Newco will also receive its appropriate pro rata share of each particular type of marketable security owned by DC immediately before the transfer, including for greater certainty, the XXXXXXXXXX limited partnership units owned by DC. However, a transfer of fractional interests in such marketable securities is not contemplated. As consideration for the property transferred by DC to Newco, Newco will:

(a) assume an appropriate amount of liabilities of DC; and

(b) issue to DC a number of its Class A Shares having an aggregate redemption amount and aggregate FMV equal to the aggregate FMV of the property received by such TC less the amount of the liabilities of DC assumed by the particular TC as described in (a); such that immediately following such property transfers and liability assumptions, the net FMV of each of the three types of property of DC so transferred to Newco will for greater certainty, approximate that proportion of the net FMV of all property of that type owned by DC determined immediately before such transfer that:

(c) The aggregate FMV, immediately before the transfer, of all of the shares of DC owned by Newco at that time; is of

(d) The aggregate FMV, immediately before the transfer, of all of the issued and outstanding shares of DC at that time.

For the purposes of this Paragraph, the expression "approximate that proportion" means that the discrepancy of that proportion, if any, will not exceed one percent (1%), determined as a percentage of the net FMV of each type of property which Newco will receive (or DC will retain) as compared to what Newco would have received (or DC would have retained) had Newco received (or DC retained) its appropriate pro rata share of the FMV of that type of property.

DC and Newco will jointly elect, in prescribed form and within the time referred to in subsection 85(6), to have the provisions of subsection 85(1) apply to the transfer of each eligible property (other than any marketable security which has a fair market value that is less than its ACB) that is transferred by DC to Newco as described in this Paragraph. The agreed amount in respect of each eligible property so transferred will not be greater than the fair market value of such property nor will it be less than the lesser of the fair market value and the cost amount to DC of such property. For greater certainty, the aggregate of such elected amounts will be greater than the aggregate amount of DC's liabilities so assumed for such properties. Where a marketable security to be transferred to Newco has a fair market value that is less than its ACB as consideration for such marketable security Newco will only assume an amount of DC's liabilities equal to the fair market value of that particular security and for greater certainty no election under subsection 85(1) will be made in respect of such security.

For the purposes of the Act, the increase to the PUC of the Newco Class A Shares issued to DC as consideration for the property transferred by DC to Newco will not exceed the aggregate cost of such property to Newco, as determined pursuant to subsection 85(1) where applicable, less the aggregate amount of DC's liabilities assumed by Newco for such property.

For greater certainty, while DC will receive a number of Newco Class A Shares, Sibling2 will still control Newco by virtue of her Newco Common Shares.

13. Immediately following the transfer of property described in Paragraph 12, Newco will redeem the Newco Class A Shares owned by DC for an amount equal to the aggregate redemption amount and fair market value of such shares. As consideration therefor, Newco will issue a non-interest bearing demand promissory note (the "Newco Note") having a principal amount and fair market value equal to the aggregate redemption amount of the Newco Class A Shares so redeemed. DC will accept the Newco Note as full payment for the aggregate redemption amount of the Newco Class A Shares so redeemed. At the end of the day following the redemption of the Newco Class A Shares, Newco will cause its first taxation year to end.

14. On the next business day following Newco's first taxation year, DC will purchase for cancellation the XXXXXXXXXX Common Shares of DC owned by Newco for an aggregate purchase price equal to the aggregate fair market value of such Common Shares at that time and as payment therefor, DC will assign and distribute the Newco Note back to Newco. As a result of such assignment and distribution, Newco's obligation under the Newco Note will be cancelled.

ADDITIONAL INFORMATION

15. The Proposed Transactions described herein will occur in the order presented unless otherwise indicated, with the exception of the filing of the applicable election forms described in Paragraphs 9 and 12, which will be filed before the applicable due date.

16. No property has or will become property of DC in contemplation of, and before the distribution described in Paragraph 12, and no liabilities have been, or will be incurred or discharged by DC in contemplation of and before the distribution described in Paragraph 12, except as described herein or in the ordinary course of DC's business.

17. Except as specifically described herein, none of the shares of DC or Newco will be disposed of or otherwise acquired by any person as part of a series of transactions or events that includes the Proposed Transactions, nor is there any intention for DC or Newco to dispose of any property to any person as part of a series of transactions or events that includes the Proposed Transactions, other than in the ordinary course of such corporations business.

18. None of DC or Newco is or will be, at any time during a series of transactions or events that includes the Proposed Transactions, a corporation described in any of paragraphs (a) to (f) of the definition of "financial intermediary corporation" in subsection 191(1) or a "specified financial institution" as defined in subsection 248(1).

19. None of the shares of DC or Newco will be at any time during a series of transactions or events that includes the Proposed Transactions:

(a) the subject of a guarantee agreement;

(b) a share that is issued or acquired as part of a transaction, event or series of transactions or events of the type described in subsection 112(2.5); or

(c) the subject of a dividend rental arrangement.

PURPOSE OF PROPOSED TRANSACTIONS

20. The purpose of the Proposed Transactions is to allow Sibling2 to acquire her pro rata share of DC's assets on a tax deferred basis which will allow Sibling2 to pursue independent investment strategies and be more independent from her other siblings.

RULINGS

Provided that the preceding statements constitute a complete and accurate disclosure of all of the relevant facts, proposed transactions and the purpose of the Proposed Transactions, and provided that the Proposed Transactions are completed in the manner described above, our rulings are as set forth below.

A. Subject to the application of subsection 69(11), provided the appropriate joint elections are filed in the prescribed form and manner within the time limits specified in subsection 85(6) and provided that each particular property so transferred is an eligible property in respect of which shares have been issued as full or partial consideration therefore, the provisions of subsection 85(1) will apply to:

(a) the transfer of the Common Shares of DC by Sibling2 to Newco as described in Paragraph 9; and

(b) the transfer of the assets of DC to Newco as described in Paragraph 12; such that the agreed amount in respect of each such transfer shall be deemed to be the transferor's proceeds of disposition and the transferee's cost thereof pursuant to paragraph 85(1)(a). For greater certainty, paragraph 85(1)(e.2) will not apply to the transfers referred to herein.

B. As a result of the redemption by Newco of the Newco Class A Shares described in Paragraph 13 and the purchase for cancellation by DC of its Common Shares described in Paragraph 14, by virtue of subsection 84(3);

(a) Newco will be deemed to have paid, and DC will be deemed to have received, a taxable dividend equal to the amount by which the amount paid by Newco in respect of its redemption of the Newco Class A Shares owned by DC exceeds the paid-up capital of such class of shares immediately before the redemption; and

(b) DC will be deemed to have paid, and Newco will be deemed to have received, a taxable dividend equal to the amount by which the amount paid by DC in respect of the purchase for cancellation of the Common Shares of DC owned by Newco exceeds the paid-up capital attributable to such Common Shares immediately before the purchase for cancellation; and

(c) The taxable dividends described in described in (a) and (b) above:

(i) will be included in computing the income, pursuant to subsection 82(1) and paragraph 12(1)(j), of the person deemed to have received such dividend;

(ii) will be deductible by the recipient pursuant to subsection 112(1) in computing its taxable income in the year in which such a dividend is deemed to have been received, and, for greater certainty, will not be prohibited by subsections 112(2.1), (2.2), (2.3) or (2.4);

(iii) will be excluded in determining POD to the recipient of the shares so redeemed, purchased or cancelled pursuant to paragraph (j) of the definition of "proceeds of disposition" in section 54;

(iv) will, by virtue of subsection 112(3), reduce the loss, if any, in respect of the disposition of the shares on which the dividend is deemed to be received;

(v) will not be subject to tax under Part IV except to the extent that such payer corporation is entitled to a dividend refund for its taxation year in which it paid such dividend; and

(vi) will not be subject to tax under Part IV.1 or VI.1.

C. Provided that, as part of the series of transactions or events that includes the Proposed Transactions described above, there is not:

(a) an acquisition of property in circumstances described in paragraph 55(3.1)(a);

(b) a disposition of property in the circumstances described in subparagraph 55(3.1)(b)(i);

(c) an acquisition of control in the circumstances described in subparagraph 55(3.1)(b)(ii);

(d) an acquisition of shares in the circumstances described in subparagraph 55(3.1)(b)(iii); or

(e) an acquisition of property in the circumstances described in subparagraph 55(3.1)(c) or 55(3.1)(d); which has not been described herein, then by virtue of paragraph 55(3)(b), subsection 55(2) will not apply to the taxable dividends referred to in Ruling B and, for greater certainty, subsection 55(3.1) will not apply to deny the exemption under paragraph 55(3)(b).

D. The cancellation of the Newco Note as a result of the assignment and distribution of such Newco Note by DC as described in Paragraph 14 will not give rise to a forgiven amount.

E. The provisions of subsections 15(1), 56(2) and 246(1) will not apply to any of the Proposed Transactions described herein, in and by themselves.

F. Subsection 245(2) will not apply to the Proposed Transactions, in and by themselves, to re-determine the tax consequences confirmed herein.

The above rulings are subject to the limitations and qualifications set out in Information Circular 70-6R5 dated May 17, 2002 and are binding on CRA provided that the Proposed Transactions are completed by XXXXXXXXXX. The above rulings are based on the law as it presently reads and do not take into account any proposed amendments to the Act and the Regulations which, if enacted into law, could have an effect on the rulings provided herein.

Unless otherwise confirmed in the above rulings, nothing in this letter should be construed as implying that the CRA has confirmed, reviewed or has made any determination in respect of:

(a) the paid-up capital of any share or the adjusted cost base or fair market value of any property referred to herein; or

(b) any other tax consequence relating to the facts, Proposed Transactions or any transaction or event taking place either prior to the Proposed Transactions or subsequent to the Proposed Transactions, whether described in this letter or not, other than those specifically described in the rulings given above, including whether any of the Proposed Transactions would also be included in a series of transactions or events that include other transactions or events that are not described in this letter.

Yours truly,

XXXXXXXXXX
Section Manager
for Division Director
Reorganizations and Resources Division
Income Tax Rulings Directorate
Legislative Policy and Regulatory Affairs Branch