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disclosed by management.” Comparing these NAVs to quoted share
prices, Mr. Oliver concluded that the median price-to-NAV
discount for the guideline companies was 29.3 percent on April
19, 1996, and 20.3 percent on July 2, 1996.
Mr. Oliver then considered a number of factors that he said
differentiated the partnership from his seven guideline
companies. On the one hand, he concluded, the partnership had a
“much stronger” financial position than the guideline companies,
which would indicate a relatively smaller price-to-NAV discount
for the partnership interests. On the other hand, he concluded,
certain factors augured for a deeper price-to-NAV discount: The
partnership had “very small” real estate holdings compared to the
guideline companies; it was dependent on just one primary tenant;
and as a newly formed entity, it lacked a track record of
operations. The net effect of such factors, Mr. Oliver
concluded, was that a minority interest investor would value the
partnership’s real estate component at a deeper discount than the
guideline median price-to-NAV discount. In the final analysis,
he concluded that the appropriate minority interest discount was
35 percent for petitioner’s April 19, 1996, gifts of partnership
interests and 30 percent for petitioner’s July 2, 1996, gift.
Mr. Oliver has inadequately explained how he derived the
NAVs that are critical to his computation of the price-to-NAV
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