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assets, these values are very persuasive as to the assets' true
fair market value, given the fact that the parties to the
agreement were dealing at arm's length and the agreement had
independent economic significance. See Elmhurst Cemetery Co. v.
Commissioner, 300 U.S. 37 (1937); Ullman v. Commissioner,
264 F.2d 305, 308 (2d Cir. 1959), affg. 29 T.C. 129 (1957);
Simons Brick Co. v. Commissioner, 45 F.2d 57 (9th Cir. 1930),
affg. 14 B.T.A. 878 (1928).
For the foregoing reasons, we hold that the value of the
Transferred Assets equals the $190,287,375 of consideration that
Heileman remitted to petitioner in connection with the transfer.
Given the fact that neither party has challenged the Allocation
Agreement's allocation of this consideration, and that we see
nothing in the record that persuades us that the amount assigned
to each asset is not the fair market value of that asset, we
choose to respect each of the amounts listed therein, and we so
hold. In reaching all of our holdings herein, we have considered
all arguments by the parties, and, to the extent not mentioned
above, find them to be irrelevant or without merit.
To reflect the foregoing,
Decision will be entered
under Rule 155.
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