P.D.B. Sports, Ltd., Bowlen Sports, Inc., Tax Matters Partner - Page 13

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          "sale or exchange" of a sports franchise or player contracts                
          within the meaning of section 1056.                                         
               In general, the sale of a partnership interest does not                
          affect the basis of partnership property, and the issue of                  
          whether section 1056 should apply to the sale of a partnership              
          interest would be irrelevant.  A partnership may be able to                 
          increase the basis of certain assets upon a sale of a partnership           
          interest where the sale causes a constructive termination of the            
          partnership.  See sec. 708(b)(1)(B).  Section 708(b)(1)(B)                  
          provides for a partnership's termination on a sale or exchange of           
          50 percent or more of the total interest in the partnership’s               
          capital and profits within a 12-month period.  The termination              
          results in a deemed distribution of partnership property to the             
          new and continuing partners (Bowlen and Adams) and a deemed                 
          recontribution of the property to a newly formed partnership.               
          Sec. 1.708-1(b)(1)(iv), Income Tax Regs.                                    
               Section 1.708-1(b)(1)(iv), Income Tax Regs., states, in                
          pertinent part:                                                             
                    (iv) If a partnership is terminated by a sale or                  
               exchange of an interest, the following is deemed to                    
               occur:  The partnership distributes its properties to                  
               the purchaser and the other remaining partners in                      
               proportion to their respective interests in the                        
               partnership properties; and, immediately thereafter,                   
               the purchaser and the other remaining partners                         
               contribute the properties to a new partnership * * *                   
               For election of basis adjustments by the purchaser and                 
               other remaining partners, see sections 732(d) and                      
               743(b) and paragraph (d) of section 1.732-1 and                        






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